<PAGE>
                                                                  EXHIBIT 10.40


                                  OFFICE LEASE

This Lease is made this 20 day of March, 2000 by and between BOCA II
ASSOCIATES, LTD., a Florida limited partnership ("LANDLORD") and MACKENZIE
INVESTMENT MANAGEMENT, INC., A Delaware Corporation ("TENANT").

                                  WITNESSETH:

1.       BASIC LEASE PROVISIONS:

         1.1.     Project Name:              First Union Plaza

                  The Project includes: An office building designated as
                  Building Two (Building Two is also referred to herein as the
                  "Building"), a bank building designated as Building One
                  (Building One and Building Two collectively referred to as
                  the "Office Property"), a parking garage facility, and the
                  land and other improvements within the Project boundaries.
                  The term Project does not include any residential property.

                  Project Boundaries:        See Exhibit A

                  Address:                   925 South Federal Highway -
                                             as to Building Two
                                             Boca Raton, Florida 33432

                  Building:                  Two

                  Unit/Suite No.:            TBD

                  Floor:                     The entire 4th, 5th, & 6th

         1.2.     Area of Premises: Approximately 40,786 rentable square feet
                  as reflected on the floor plan attached hereto as Schedule 1.
                  (said Area shall be adjusted in the event the final plans and
                  specifications or, only to the extent provided in this
                  Section 1.2, the as-built condition for the Premises reflect
                  an alternate rentable square footage). After Landlord's
                  completion of the Building, the area of the Premises and the
                  Building shall be measured by Landlord's architect at
                  Landlord's sole expense using the BOMA ANSI Z65.1 1996
                  measurement standards as further limited by Landlord's
                  representation to Tenant that the common area loss factor of
                  the Building shall not exceed 12%, and Landlord's architect
                  shall certify the accuracy of such measurements to Tenant. If
                  Landlord's architect determines that in fact the Premises
                  contain less than 40,786 square feet of rentable area (or if
                  Tenant causes the Premises to be re-measured by its architect
                  and determines a 5% or greater error in the measurement by
                  Landlord's architect, in which case Landlord shall reimburse
                  Tenant for its out-of-pocket costs in re-measuring the
                  Premises), Base Rent and Tenant's Percentage Share shall be
                  ratably reduced. If the Premises contain more than 40,786
                  square feet of rentable area, there shall be no adjustment to
                  Base Rent and Tenant's Percentage Share. Notwithstanding
                  anything herein to the contrary, in no event will be Premises
                  be deemed to contain more rentable area than results by
                  multiplying the usable area (as determined by BOMA ANSI Z65.1
                  1996) of the Premises not including the bathrooms and
                  increasing such usable area by 12%.


<PAGE>


         1.3.     Tenant's Percentage Share: 46.08 % (said Percentage Share
                  shall be adjusted in the event the rentable area of the
                  Building or the Project is other than as stated herein or is
                  increased or decreased).

                  Based upon Premises of 40,786 rentable square feet in
                  Building Two, which contains approximately 88,509 rentable
                  square feet.

         1.4.     Commencement Date of Lease: March 1, 2001 subject to the
                  Landlord delivering Tenant possession of the Premises in
                  shell condition four (4) months prior to Commencement Date,
                  subject to extension for Force Majeure or Tenant Delay
                  ("Delivery Date"). Said four (4) month period is referred to
                  as the Construction Period. Provided, however, if the
                  Delivery Date (defined below) does not for any reason
                  including Force Majeure (but excluding Tenant Delay) occur by
                  the Outside Date (defined as January 1, 2001), Tenant shall,
                  as its sole and exclusive remedy, be entitled to either (i)
                  cancel this Lease by notice to Landlord given within 20 days
                  after the expiration of the Outside Date, in which case
                  Landlord shall have no further liability to Tenant or (ii)
                  extend the Outside Date for a thirty (30) day period.
                  Tenant's right to cancel this Lease or extend the Outside
                  Date (as extended) shall continue for successive thirty (30)
                  day periods until the Delivery Date has occurred. Shell
                  condition means that all of the following have occurred: (i)
                  substantial completion all of Landlord's Building Standard
                  Improvements have been fully completed but for punch list
                  items that do not materially or adversely interfere with or
                  delay performance or completion of Initial Tenant
                  Improvements (such capitalized terms are defined in the
                  Construction Rider attached to this Lease); and (ii) if
                  Tenant cannot obtain a building permit for the Initial Tenant
                  Improvements because Landlord's Building Standard
                  Improvements have not been completed or by reason of any
                  outstanding permit or approval related to the Project or the
                  Building ("Tenant Building Permit Condition"), then Shell
                  condition shall not occur until Landlord has remedied the
                  situation. The Commencement Date shall be delayed by the
                  number of days (not to exceed 3 months) in which completion
                  of the Initial Tenant Improvements is delayed due to Force
                  Majeure and Landlord Delay, but in no event shall the
                  Commencement Date be extended for Tenant Delays. The
                  Commencement Date shall also be delayed based on the number
                  of days in which issuance of a certificate of occupancy for
                  the Premises following completion of the Initial Tenant
                  Improvements is delayed on account of there not having been
                  issued such necessary governmental approvals as are a
                  condition precedent to Tenant receiving a certificate of
                  occupancy for the Premises. Landlord Delay includes without
                  limitation the following (but only to the extent, and only
                  for such period, that the event actually causes a delay in
                  completion of the Initial Tenant Improvement): failure of
                  Landlord (i) to deliver the detailed Building drawings
                  (including mechanical, electrical, structural and plumbing)
                  to Tenant, at Landlord's expense, within 15 days after the
                  date of this Lease; (ii) to construct Landlord's Building
                  Standard improvements in compliance with Laws as of the
                  Delivery Date; (iii) to correct any latent defects in
                  Landlord's Building Standard Improvements; (iv) to construct
                  in accordance with approved detailed Building drawings,
                  subject to changes which do not materially or adversely
                  effect Tenant's use or occupancy of the Premises or
                  construction of the Initial Tenant Improvements and any other
                  modification approved in writing by Tenant or required by Law
                  (v) material discrepancies between the Building drawings
                  submitted to Tenant and the actual as-built condition of
                  Landlord's Building Standard Improvements and the Premises.

         1.5.     Expiration Date of Lease: The last day of the Lease Term. The
                  Lease tern is a period of One Hundred and Forty Four (144)
                  months commencing on the Rent Commencement Date, as such
                  Lease Term may be extended in accordance with this Lease.


                                      -2-
<PAGE>


         1.6.     Rent Commencement Date: the earlier of (i) Commencement Date
                  of Lease or (ii) when Tenant opens for business; but in no
                  event will the Commencement Date be sooner than March 1,
                  2001.

         1.7.     Base Rent: $856,506.00 per year OR $ 21.00 per rentable
                  square foot per year, payable in equal monthly installments
                  of $71,375.50 per month, subject to rental adjustment as
                  hereinafter provided. In addition to Base Rent, Tenant shall
                  pay Operating Expense Rent in accordance with Paragraph 1.14
                  & 6.1. Notwithstanding the foregoing, Landlord will abate the
                  Base Rent for 28,624 rentable square feet for the initial six
                  (6) months of the lease term. Total base rental abatement is
                  $300,552.

         1.8.     Security Deposit: None

         1.9.     Permitted Use: Tenant has the use of Premises for general
                  office purposes only. Landlord agrees not to lease any space
                  (within Building Two) over 7,500 rentable square feet to any
                  company or corporation whose primary business is in the sale
                  or administration of mutual funds. Landlord warrants and
                  represents that it (i) has not entered into any agreement or
                  other undertaking that would in any way preclude, limit or
                  restrict Tenant's permitted use including Tenant's sale and
                  administration of mutual funds and (ii) is not aware of any
                  such agreement, undertaking or restriction of record
                  encumbering the Building that would in any way preclude,
                  limit or restrict Tenant's sale and administration of mutual
                  funds.

         1.10.    Trade Name: Ivy Mackenzie or any other name under which
                  Tenant or any permitted assignee or subtenant chooses to
                  operate.

         1.11.    Parking Spaces: Landlord shall make available to Tenant
                  without charge a number of unreserved and unassigned parking
                  spaces within the Parking Garage equal to 2.5 parking spaces
                  for every 1,000 square feet of the Premises and any
                  additional space leased by Tenant, without charge to Tenant.
                  Additionally, Tenant hereby agrees to pay Landlord for
                  reserved and assigned parking spaces equal to 1 parking
                  spaces within the Parking Garage for every 1,000 square feet
                  of the Premises and any additional space leased by Tenant, at
                  a charge of $50.00 per parking space per month throughout the
                  term of the Lease, which payment shall be due and payable at
                  the time of payment of Base Rent and shall be considered
                  additional rent due under this Lease. The location of the
                  reserved parking spaces shall be mutually agreed to by Tenant
                  and Landlord. Tenant acknowledges and agrees that the parking
                  in the Project Garage is on a co-usage basis with other
                  owners and permitted users in the Project, except that
                  Tenant's reserved parking spaces in the Project Garage shall
                  be available for its exclusive use between the hours 8:00
                  a.m. and 6:00 p.m., Monday through and including Friday,
                  excluding any and all municipally recognized holidays (the
                  "Normal Parking Hours"). After Normal Parking Hours, fifty
                  percent (50%) of the reserved parking allocated to Tenant
                  shall remain available for Tenant's exclusive use and the
                  remaining fifty percent (50%) of the reserved and one hundred
                  percent (100%) of the unreserved parking allocated to Tenant
                  shall be on a co-usage basis with other owners and permitted
                  users in the Project, subordinate to the rights of the
                  adjoining residential development and subject to
                  availability. Notwithstanding the foregoing, Landlord will
                  abate the reserved parking additional rent for the initial
                  twelve (12) months of the lease terms. Total parking
                  additional rent abatement is $24,000.

         1.12.    Late Charges: The parties agree that late payment by Tenant
                  to Landlord of rent will cause Landlord to incur costs not
                  contemplated by this Lease, the amount of which is extremely
                  difficult to ascertain. Therefore, the parties agree that if
                  any installment of rent is not received by Landlord within
                  Five (5) days after rent is due, Tenant will pay to Landlord
                  a sum equal to ten percent (10%) as a percentage of the
                  delinquent monthly payment as a late charge; provided,
                  however, that no more than once in any calendar year,
                  Landlord agrees to waive its right to collect such late
                  charge on such payment of rent if such payment is made no
                  later than the fifth


                                      -3-
<PAGE>


                  (5th) day after Landlord delivers to Tenant written notice of
                  such late payment. In addition all rental and other charges
                  due hereunder which are not paid when due shall bear interest
                  from the due date until paid at the Default Rate.

         1.13.    Rental Adjustment(s) during initial term, commencing on the
                  first anniversary of the Rental Commencement Date (subject
                  to modification as set forth in Section 1.2 above):

<TABLE>
<CAPTION>
                  Adjustment Date                     Adjusted Monthly Rent
                  ---------------                     ---------------------
                  <S>                                 <C>
                      YEAR 2                                 $73,074.91
                      YEAR 3                                 $74,774.33
                      YEAR 4                                 $76,473.75
                      YEAR 5                                 $78,173.16
                      YEAR 6                                 $79,872.58
                      YEAR 7                                 $81,572.00
                      YEAR 8                                 $83,271.41
                      YEAR 9                                 $84,970.83
                      YEAR 10                                $86,670.25
                      YEAR 11                                $88,369.67
                      YEAR 12                                $90,069.08
</TABLE>

         1.14.    Calculation of Operating Expense Rent: Landlord estimates
                  that the Operating Expense Rent will be $8.75 per rentable
                  square foot for Year One (1) of the Term of the Lease. See
                  PARAGRAPH 6.

                  Notwithstanding the foregoing, Landlord will abate the
                  operating expense rent for 28,624 per rentable square feet
                  for the initial six (6) months of the lease term. Total
                  operating expense rent abatement is $125,230.

                  Notwithstanding the foregoing the operating expense rent will
                  be capped as to not exceed $8.75 per rental square feet for
                  the first twelve months of the lease term. Also, Landlord
                  will cap controllable operating expenses as to not exceed a
                  sum greater than five percent (5%) over the preceding twelve
                  (12) months of the term. Controllable expenses do not include
                  real state taxes, property and casualty insurance and
                  utilities.

         1.15.    Guarantee is purposely omitted.


                                      -4-
<PAGE>


         1.16.    Address for payment of rent and notices:

<TABLE>
                  <S>                                               <C>
                  Landlord:                                         Tenant:

                  Boca II Associates, Ltd.                          Mackenzie Investment Management, Inc.
                  3348 Peachtree Road                               700 South Federal Highway
                  Suite 675                                         Suite 300
                  Atlanta, Georgia 30326                            Boca Raton, FL 33432
                  Attn: Accounts Payable                            Attention: Bill Ferris
                  Phone: (404) 995-8170                             Phone: (561) 393-8900
                  Fax: (404) 995-8171                               Fax: (561) 368-3576

                  Copies of all notices shall be sent to:           Copies of all notices shall be sent to:

                  Songy Partners Realty, Ltd.                       Mackenzie Investment Management, Inc.
                  998 South Federal Highway                         700 South Federal Highway
                  Suite 200                                         Suite 300
                  Boca Raton, Florida 33432                         Boca Raton, FL 33432
                  Attn: Property Manager                            Attention: Paula Wolfe
                  phone (561) 750-1770                              Phone: (561) 393-8900
                  fax (561) 750-1779                                Fax: (561) 368-3576

                                                                    Irwin J. Fayne, Esq.
                                                                    Holland & Knight LLP
                                                                    1 East Broward Boulevard
                                                                    Suite 1300
                                                                    Fort Lauderdale, Florida 33301
                                                                    phone (954) 525-1000
                                                                    fax (954) 463-2030
</TABLE>

         1.17.    Broker: The Brokers are: Songy Partners Realty, Ltd. and
                  Cushman & Wakefield of Florida, Inc. and Landlord will bear
                  the cost of the commission payable to Broker in connection
                  with this Lease. Landlord and Tenant warrant and represent to
                  each other that they have not consulted or negotiated with
                  any broker or finder with regard to the Premises or this
                  Lease other than Broker. If either party shall be in breach
                  of the foregoing warranty, such party shall indemnify the
                  other against any loss, liability and expense (including
                  attorneys' fees and court costs) arising out of claims for
                  fees or commissions from anyone having dealt with such party
                  in breach.

2.       DEFINITIONS: Unless the context otherwise specifies or requires, the
         following terms will have the meanings set forth below:

         2.1.     COMMON AREAS: All areas and facilities outside the Premises
                  and within the exterior boundaries of the Project that do not
                  consist of rentable area and that are provided and designated
                  by Landlord, in sole and absolute discretion from time to
                  time, for the general use and convenience of Tenant and other
                  tenants of the Project and their authorized representatives,
                  invitees and the general public. Common Areas are areas
                  within and outside of the Building in the Project, such as
                  common entrances, lobbies, pedestrian walkways, patios,
                  landscaped areas, sidewalks, service corridors, elevators,
                  restrooms (other than those entirely within any tenant's
                  leased premises), stairways, decorative walls, plazas,
                  loading areas, roads, and parking areas (including the
                  parking garage, the use of which is shared by the owners,
                  tenants and occupants of the real


                                      -5-
<PAGE>


                  property which is adjacent to the Project). Notwithstanding
                  the foregoing, only for purposes of Landlord's obligations to
                  maintain and effect compliance with laws, but not for
                  purposes of affording rights of use with respect to persons
                  or entities other than Tenant and its invitees, the Common
                  Areas shall also include bathrooms located in the Premises.

         2.2.     OPERATING EXPENSES: All costs of operating, servicing,
                  administering, repairing and maintaining the Building
                  (excluding costs paid directly by Tenant and other tenants in
                  the Project or otherwise reimbursable to Landlord). In
                  addition, Operating Costs shall include approximately 86.50%
                  of the cost of operating, servicing, administering, repairing
                  and maintaining the Common Areas of the Office Property
                  including but not limited to the landscaping within the
                  Office Property and approximately 42.40% (apportioned to the
                  Building) for the cost of operating, servicing,
                  administering, repairing and maintaining the parking lot
                  and/or garage within the Project boundaries (the "Project
                  Costs"). The proportionate share as used in the preceding
                  sentence shall be calculated using a fraction, the numerator
                  of which is the rentable area of the Building and the
                  denominator of which is the leasable area of all existing and
                  planned improvements in the Project and the adjoining
                  residential development (leasable area includes without
                  limitation rentable area of office buildings and floor area
                  of the residential units, as applicable). All costs of
                  operating, servicing, administering, repairing and
                  maintaining the Project that are within the definition of
                  Project Expenses include any reasonable and necessary costs
                  of operation, maintenance and repair, computed in accordance
                  with generally accepted accounting principles applied on a
                  consistent basis ("GAAP"), and will include, by way of
                  illustration, but not limitation the following (only as used
                  in the definition of Project Expenses for items (i) through
                  (iv) below, the term "Project" does not include Building
                  One):

                           (i)      all costs of managing, operating and
                           maintaining the Project, including, without
                           limitation, wages, salaries, fringe benefits and
                           payroll burden for employees utilized in the day to
                           day operation of the Project; public liability,
                           flood, windstorm property damage, rent loss, all
                           risk and all other insurance premiums typically
                           maintained for other comparable properties in
                           downtown Boca Raton Florida and paid by Landlord
                           with respect to the Project; heating, air
                           conditioning and ventilating ("HVAC") for the
                           Building and the building engineer's office located
                           within the parking garage, water, sewer, and
                           electric utility charges (other than with respect to
                           utilities separately metered and paid directly by
                           Tenant or other tenants); the cost of contesting the
                           validity or amount of real estate and personal
                           property taxes and other Taxes or any governmental
                           requirements; janitorial services; access control;
                           window cleaning; elevator maintenance; fire
                           detection and security devices and services;
                           gardening and landscape maintenance; trash, rubbish,
                           garbage and other refuse removal; pest control;
                           painting; facade maintenance; repairs, replacement,
                           and maintenance of personal property, fixtures, and
                           improvements in the Common Areas; lighting including
                           light bulbs (it being understood that due to
                           inclusion of this item, Landlord agrees to replace
                           building standard light bulbs in the Premises);
                           exterior and partition (demising) wall repairs;
                           routine roof maintenance needed to continue roof
                           warranties including but not limited to the cost of
                           a roof maintenance agreement (however, this shall
                           not include any repairs contemplated by the roof
                           warranty or replacement costs); maintenance of all
                           steam, water and other water retention and
                           discharging piping, culverts, fountains, pumps,
                           weirs, lift stations, catch basins and other areas
                           and facilities whether or not on-site; repair and
                           repainting of sidewalks and roads due to settlement
                           and potholes and general repairs, sealing, striping,
                           blacktopping and maintenance but not resurfacing of
                           parking areas (including the parking garage);
                           sanitary control; depreciation of machinery and
                           equipment used in any of such maintenance and repair
                           activities; management fees not in excess of 4.5% of


                                      -6-
<PAGE>


                           rents (Landlord agrees that management fees will be
                           in lieu of any administrative fees or overhead);
                           road sidewalk and driveway maintenance other than
                           resurfacing; and all other Project maintenance,
                           repairs and insurance.

                           (ii)     the costs (amortized over the useful life
                           of the item in question together with a reasonable
                           finance charge in accordance with GAAP) of any
                           capital improvements made to the Building by
                           Landlord for the purpose of reducing Operating
                           Expenses but only to the extent of actual savings
                           achieved in Operating Expenses (provided, however,
                           the limitation that such costs be limited to the
                           actual savings achieved in Operating Expenses shall
                           be inapplicable to any capital item for which
                           Landlord obtains Tenant's prior written approval,
                           which approval shall not be unreasonably withheld,
                           conditioned or delayed);

                           (iii)    the costs of supplies, materials and tools;

                           (iv)     all real and personal property taxes (but
                           not including any personal property taxes levied
                           with respect to any personal property other than
                           Landlord's located in the Project), assessments
                           (whether they be general or special and whether they
                           be imposed by any state, federal, local or
                           governmental body or special district), sewer rents,
                           rates and charges, transit taxes, taxes based upon
                           the receipt of rent (except to the extent paid
                           directly by tenants to Landlord) and any other
                           federal, state or local government charge, general,
                           special, ordinary or extraordinary (but not
                           including income taxes), which may now or hereafter
                           be levied or assessed against the land upon which
                           the Project stands, benefiting the Project or the
                           Project for such year or the furniture, fixtures,
                           machinery, equipment, apparatus, systems and
                           appurtenances used in connection with the Project or
                           the operation thereof (the "TAXES"). Notwithstanding
                           the foregoing, Taxes shall not include penalties,
                           fines, late charges.

Except as provided above, Operating Expenses shall not include:

                  (a)      depreciation on the Project or any Common Areas;

                  (b)      costs of space planning, tenant improvements,
                  marketing expenses, finders fees and real estate broker
                  commissions or any other work with respect to the leasing of
                  rentable area;

                  (c)      any and all expenses reimbursable either by an
                  insurer, condemnor or other person or entity, and any and all
                  expenses for which Landlord is reimbursed or entitled to
                  reimbursement by a tenant in the Project pursuant to a lease
                  provision in such tenant's lease and any expenses
                  attributable to the parking garage for which Landlord is
                  reimbursed by the owner of the adjacent parcel which shares
                  use of such garage;

                  (d)      salaries for personnel above the grade of property
                  manager(s) and engineer(s);

                  (e)      costs in connection with services or benefits of a
                  type which are not provided to Tenant, but are provided to
                  another tenant or occupant;

                  (f)      mark-ups on electricity and condenser cooling water
                  for heat pumps in excess of Landlord's costs therefor;

                  (g)      Landlord's general overhead and administrative
                  expenses;

                  (h)      cost of repair or other work necessitated by the
                  gross negligence or willful misconduct of Landlord or
                  Landlord's employee's contractors or agents.

                  (i)      the cost of repairs or replacements (a) necessitated
                  by the exercise of the power of eminent domain or (b)
                  incurred by reason of fire or other casualty.


                                      -7-
<PAGE>


                  (j)      costs incurred in connection with the sale,
                  financing or refinancing of the Building (including mortgage
                  debt), and rent payable under any lease to which this Lease
                  is or may become subject.

                  (k)      costs incurred in negotiating or enforcing leases
                  against tenants (or prospective tenants), including
                  attorneys' fees.

                  (1)      advertising and promotional expenditures, and costs
                  of signs in or on the Building identifying the owner of the
                  Building or other tenants' signs, other than Building
                  standard signage of the type offered to tenants.

                  (m)      the incremental cost of furnishing services such as
                  non-Business Hours HVAC to any tenant and costs incurred in
                  performing work or furnishing services for individual
                  tenants.

                  (n)      costs incurred by Landlord due to the violation by
                  Landlord or any tenant of the terms and conditions of any
                  lease for space in the Building.

                  (o)      compensation paid by Landlord to persons engaged in
                  commercial concessions operated by Landlord (and not by a
                  third party) in the Building (e.g., a newspaper stand or
                  shoeshine service or valet parking).

                  (p)      fines, penalties or other costs incurred by Landlord
                  due to its violation of this Lease, any other lease of space
                  in the Project, or any governmental rule or authority.

                  (q)      costs for the purchase of sculptures, paintings or
                  other objects of art for the Project.

                  (r)      any increase in insurance premium to the extent that
                  such increase is caused by or attributable to the use,
                  occupancy or act of another tenant.

                  (s)      costs relating to defects in the construction of the
                  Building or in the Building equipment.

                  (t)      expenditures in connection with Hazardous
                  Substances.

                  (u)      expenses of the Building and the Common Areas
                  complying with Americans with Disabilities Act of 1990, and
                  the related implementing regulations, codes, rules and
                  guidelines, as such acts and related regulations, codes,
                  rules and guidelines may be amended from time to time
                  (collectively, the "ADA"), or any similar federal, state,
                  county or municipal law or ordinance.

                  (v)      costs in connection with trade and professional
                  organizations.

                  (w)      capital costs other than as expressly permitted
                  above.

                  (x)      reserves including Any amounts prepaid for any year
                  other than the then-current year.

                  (y)      bad debts.

                  (z)      rent on any space used as a leasing office.

                  (aa)     any roofing repairs (but specifically excluding
                  routine maintenance needed to continue the roof warranties
                  and the cost of a roof maintenance agreement) during the
                  first twelve (12) years after the issuance of a certificate
                  of occupancy for the Building.

                  (bb)     rent on any space used as a management office until
                  such time as the Building has achieved 50% leased.

                  (cc)     costs incurred in compliance with the Americans with
                  Disabilities Act or statutes, laws, regulations or other
                  legislation of similar import for the Building.


                                      -8-
<PAGE>


         2.3      RENTABLE SQUARE FEET: The number of square feet of net
                  rentable area as computed in accordance with BOMA standard
                  ANSI Z65.1 1996.

         2.4      DEFAULT RATE: Two Percent above the Prime Rate announced by
                  Citibank NA, from time to time, for its most favored customers
                  [or such similar index if such is not available, the prime
                  rate announced by the Wall Street Journal], not to exceed the
                  maximum lawful rate of interest.

3.       PREMISES:

         3.1.     Lease of Premises: Landlord hereby leases to Tenant, and
                  Tenant hereby leases from Landlord, for the term and subject
                  to the agreements, covenants, conditions and provisions set
                  forth in this Lease, to which Landlord and Tenant hereby
                  mutually agree, the premises (the "PREMISES") described in
                  PARAGRAPHS 1.1 and 1.2 above.

         3.2.     Project: The Premises are a part of the office project (the
                  "Project") described in PARAGRAPH 1. Landlord may increase,
                  reduce or change the number, dimensions or locations of the
                  walks, buildings, lobbies, parking and other Common Areas and
                  other improvements located in the Project in any manner that
                  Landlord, in its sole discretion shall deem proper; provided,
                  however, notwithstanding anything to the contrary in this
                  Lease, Landlord shall not be entitled to materially and
                  adversely modify the configuration or location of the
                  Premises or Tenant's reserved parking spaces (however, with
                  respect to Tenant's reserved parking, Landlord shall be
                  entitled to materially or adversely modify the configuration
                  or location of Tenant's reserved parking with Tenant's prior
                  consent (which consent shall not be unreasonably withheld,
                  conditioned or delayed). Landlord further reserves the right
                  to make alterations and/or additions to and to build or cause
                  to be built additional stories on the Building in which the
                  Premises are situated and to add any buildings within the
                  Project site so long as such activities do not materially and
                  adversely interfere with Tenant's use and enjoyment of the
                  Premises and its reserved parking spaces, including without
                  limitation access to both. Landlord reserves the right to
                  install, maintain, use, repair and replace, pipes, ducts,
                  conduits and wires leading through the Premises (limited to
                  the area above the ceiling) and serving other parts of the
                  Project in a manner that will not materially interfere with
                  Tenant's use of the Premises. Landlord will also have the
                  right to increase and expand the size of the Project and/or
                  the Project site by adding additional land, buildings and
                  other structures to the Project. Landlord shall have the
                  right to grant easements for ingress, egress or other
                  purposes within or across the Project or the Project site.
                  Landlord shall have the right to change the Project's name
                  without notice (subject to Tenants rights as set forth in the
                  paragraph below entitled "Graphics"), to change the Project's
                  street address upon 90 days prior notice, to grant to any
                  person or entity the exclusive right to conduct any business
                  or render any service in or to the Project, (provided such
                  exclusive right shall not operate to prohibit Tenant from
                  using the Premises for the purpose set forth in PARAGRAPH 1),
                  to retain at all times master keys or passkeys to the
                  Premises (however Landlord's right to access the Premises is
                  subject to the terms of this Lease), and to place such signs,
                  notices or displays as Landlord reasonably deems necessary or
                  desirable upon the roof and exterior of the Project. Landlord
                  has the right to allow the owners, tenants and guests of the
                  parcel which is adjacent to the Project to share the use of
                  the parking garage which is included in the Project.

         3.3.     Relocation of Tenant: PURPOSELY OMITTED

4.       COMMON AREAS:

         4.1.     Tenant's Right to Use Common Areas: Landlord grants Tenant
                  and its authorized representatives and invitees the
                  non-exclusive right to use the Common Areas with others who
                  are entitled to use the Common Areas subject to Landlord's
                  rights as set forth in this Lease.


                                      -9-
<PAGE>


         4.2.     Landlord's Control: Landlord has the right to:

                  (a)      establish and enforce reasonable rules and
                  regulations applicable to all tenants concerning the
                  maintenance, management, use and operation of the Common
                  Areas (however, none of Landlord's rules and regulations
                  which are not attached hereto shall be effective against
                  Tenant if, to any extent, they are in conflict with the Lease
                  or impose undue burden on Tenant; and Landlord agrees to
                  enforce the rules and regulations on a non-discriminatory
                  basis);

                  (b)      close, if necessary, any of the Common Areas to
                  prevent dedication of any of the Common Areas or the accrual
                  of any rights of any person or of the public to the Common
                  Areas;

                  (c)      close temporarily any of the Common Areas for
                  maintenance purposes;

                  (d)      select a person, firm or corporation which may be an
                  entity related to Landlord to maintain, manage, and/or
                  operate any of the Common Areas;

                  (e)      allow the owners, tenants and visitors of the real
                  property and improvements, which are adjacent to the Project
                  to share the use of the parking garage, subject to the terms
                  of Section 1.11 herein.

                  Notwithstanding the provisions of this Lease, in exercising
                  its rights hereunder, Landlord will provide Tenant and its
                  invitees reasonable access to and from the Premises, the
                  Building and the parking garage at all times.

5.       RENT:

         5.1.     Base Rent: Tenant will pay to Landlord as rent for the use
                  and occupancy of the Premises at the times and in the manner
                  provided below, Base Rent in the amount specified in
                  PARAGRAPH 1 above payable in advance on the Rent Commencement
                  Date and on or before the first day of each and every
                  successive calendar month during the term hereof without
                  demand, setoff or deduction except as expressly set forth in
                  this Lease. Notwithstanding anything in this Lease to the
                  contrary, Tenant shall be entitled to deduct against rent and
                  other charges due from Tenant, as and when same become due
                  and payable any final monetary judgment Tenant obtains
                  against Landlord. Any monetary obligation owed by Landlord to
                  Tenant shall bear interest from the date accrued at the
                  Default Rate defined herein. Notwithstanding the foregoing,
                  in the event that Landlord is the prevailing party on appeal,
                  Tenant agrees to pay to Landlord, within thirty (30) days of
                  the issuance of the judgment on appeal all amounts deducted
                  by Tenant against rent and other charges due from Tenant
                  together with Default Interest defined herein accrued from
                  the date of the trial court judgment.

         5.2.     Sales Tax: Additional Rent: In addition to the Base Rent,
                  Tenant agrees to pay Landlord monthly all sales or use taxes
                  or excise taxes imposed or levied by the State of Florida or
                  any other governmental body or agency against any rent or any
                  other charge or payment required hereunder to be made by
                  Tenant to Landlord. All sums of money as shall become due and
                  payable by Tenant to Landlord under this Lease, including
                  Tenant's Percentage Share of Operating Expenses, shall be
                  additional rent which Tenant shall be obligated to pay.
                  Landlord shall have the same remedies for default in the
                  payment of additional rent or sales tax as are available to
                  Landlord in the case of a default in the payment of Base
                  Rent.

6.       OPERATING EXPENSES:

         6.1.     Operating Expenses Rent: In addition to Base Rent, Tenant
                  shall pay Tenant's Percentage Share, as specified in
                  PARAGRAPH 1 above, of the Operating Expenses paid or incurred
                  by Landlord in each year ("Operating Expenses Rent").


                                      -10-
<PAGE>


         6.2.     Payment: Prior to the Commencement Date and thereafter during
                  December of each calendar year or as soon thereafter as
                  practicable, Landlord will give Tenant written notice of its
                  estimate (line item and detailed support included) of
                  Operating Expenses Rent for the ensuing calendar year. On or
                  before the first day of each month during the ensuing
                  calendar year, Tenant will pay to Landlord 1/12TH of such
                  estimated amounts, provided that if such notice is not given
                  in December, Tenant will continue to pay on the basis of the
                  prior year's estimate until the month after such notice is
                  given. If at any time or times it appears to Landlord that
                  the amounts payable for Operating Expenses Rent for the
                  current calendar year will vary from its estimate by more
                  than 10%, Landlord, by written notice to Tenant, will not
                  more than once per calendar year revise its estimate for such
                  year, and subsequent payments by Tenant for such year will be
                  in an amount so that by the end of such year Tenant will have
                  paid a total sum equal to such revised estimate. Landlord
                  will indicate in its notice to Tenant the reasons Landlord
                  believes its estimate is low by more than 10%.

         6.3.     Statement: Within 120 days after the close of each calendar
                  year or as soon after such 120 DAY period as practicable,
                  Landlord will deliver to Tenant a statement of amounts of
                  Operating Expenses Rent payable under this Lease for such
                  calendar year. If such statement shows an amount owing by
                  Tenant that is more than the estimated payments for such
                  calendar year previously made by Tenant, Tenant will pay the
                  deficiency to Landlord within 30 DAYS after delivery of the
                  statement. If the statement shows an amount which is less
                  than the estimated payments previously paid by Tenant for the
                  calendar year, provided there is no uncured Tenant default,
                  Landlord will remit the amount owed Tenant with the statement
                  or shall advise Tenant that Tenant has a credit for such
                  amount which will be applied to the rental installments next
                  coming due. Tenant has the right, exercisable no more than
                  once each calendar year on reasonable notice and at a time
                  reasonably acceptable to Landlord, to cause an audit to be
                  performed at Tenant's sole cost and expense of Landlord's
                  operations and/or books and records pertaining to Operating
                  Expenses for the preceding calendar year. The Tenant's audit
                  company must a third party "fee based" firm reasonably
                  approved by Landlord. Tenant shall also have the right to
                  review Landlord's books and records in advance of any such
                  audit using Tenant's personnel and at Tenant's sole cost and
                  expense, and Landlord will cooperate with such review,
                  provided such review occurs at Landlord's office during
                  normal business hours and Tenant give Landlord reasonable
                  advance notice. In the event it is ultimately determined by
                  agreement of Landlord and Tenant or by final court judgment
                  that Landlord has overstated Operating Expenses by more than
                  7%, within thirty (30) days after demand therefor by Tenant,
                  Landlord will reimburse Tenant for any overstatement of
                  Operating Expenses and the reasonable costs of such audit
                  incurred by Tenant. Further, Landlord will, within thirty
                  (30) days after demand therefore by Tenant, remit to Tenant
                  any overpayment of Operating Expenses upon such ultimate
                  determination. Notwithstanding the foregoing, in the event
                  that Landlord is the prevailing party on appeal, Tenant
                  agrees to pay to Landlord, within thirty (30) days of the
                  issuance of the judgment on appeal all amounts paid by
                  Landlord to Tenant together with Default Interest defined
                  herein accrued from the date of the trial court judgment.

         6.4.     Probation: If for any reason this Lease terminates on a day
                  other than the last day of a calendar year, the amount of
                  Operating Expenses Rent payable by Tenant applicable to the
                  calendar year in which such termination occurs will be
                  prorated on the basis which the number of days from the
                  commencement of such calendar year to and including such
                  termination date bears to 365.

         6.5.     Computation: Tenant's Percentage Share of the Operating
                  Expenses is the proportion that the rentable square footage
                  leased by Tenant bears to the total rentable square footage
                  of the Project, as determined by Landlord. Notwithstanding
                  any provision of this PARAGRAPH to the contrary, if the
                  Project is less than ninety-five percent (95%) leased and/or
                  occupied during any calendar


                                      -11-
<PAGE>


                  year an adjustment shall be made so that Operating Expenses
                  Rent shall be computed for such year as though ninety-five
                  (95%) of the Project had been leased and occupied during such
                  year. Notwithstanding anything herein to the contrary, in no
                  event shall Landlord be entitled to recover more than 100% of
                  its actual Operating Expenses in the aggregate from all
                  tenants of the Project.

         6.6.     Taxes Payable by Tenant: Tenant shall be directly responsible
                  for taxes upon, measured by, or reasonably attributable to
                  the cost or value of Tenant's equipment, furniture, trade
                  fixtures and other personal property located in the Premises
                  (as "personal property" is defined by the appropriate taxing
                  authority).

7.       USE OF PREMISES:

         7.1.     Effect on Insurance: Tenant shall not use any portion of the
                  Premises for purposes other than those specified in PARAGRAPH
                  1. In the event Tenant's particular use of the Premises (as
                  opposed to general office use that would be conducted by any
                  tenant occupying the Premises) would increase the existing
                  rate of insurance upon the Project, Landlord shall notify
                  Tenant and Tenant shall either discontinue the particular
                  use giving rise to such consequences (provided that Tenant
                  agrees to pays Landlord within thirty days of request
                  therefore for any increased cost incurred to the date of
                  discontinuance of such particular use) or pay Landlord for
                  the increased cost as and when same becomes due and payable.
                  In no event shall Tenant's particular use of the Premises (as
                  opposed to general office use that would be conducted by any
                  tenant occupying the Premises) be permitted if it would cause
                  cancellation of insurance policies covering the Project.

         7.2.     Continuous Operation: Except for (i) temporary closures due
                  to casualty, (ii) a temporary closure not to exceed 4 months
                  in connection with any permitted assignment of this Lease or
                  sublease of the Premises or (iii) temporary closures not to
                  exceed 4 months every three years in connection with Tenant's
                  repairs or alterations to the Premises, Tenant will not leave
                  the Premises unoccupied or vacant and will continuously
                  conduct and carry on in the Premises the type of business for
                  which the Premises are leased during Tenant's normal business
                  hours. Subject to Landlord's reasonable access control with
                  respect to Tenant's invitees, Tenant and its invitees shall
                  have unrestricted access to the Premises, 24 hours per day, 7
                  days per week, 52 weeks per year.

         7.3.     Miscellaneous Restrictions: Tenant will operate from the
                  Premises using the Trade Name set forth in PARAGRAPH 1.
                  Tenant will not use the Premises for or permit in the
                  Premises any offensive, noisy, or dangerous trade, business,
                  manufacture or occupation. Tenant agrees not to cause, permit
                  or suffer any waste or damage, disfigurement or injury to the
                  Premises or the fixtures or equipment thereof or the Common
                  Areas. Tenant will not use the Premises for washing clothes
                  or cooking and nothing will be prepared, manufactured or
                  mixed in the Premises which might emit any offensive odor
                  into the Project; provided, however, Tenant shall be entitled
                  to brew coffee and tea and use a microwave oven and toaster
                  in the Premises for internal use only and not for resale.
                  Tenant will not obstruct the sidewalks or Common Areas in the
                  Project or use the same for business operations or
                  advertising. Tenant will not use the Premises for any purpose
                  which would create unreasonable elevator loads, cause
                  structural load as set forth in the Construction Rider to be
                  exceeded or adversely affect the mechanical, electrical,
                  plumbing or other base building systems. Tenant will at all
                  times comply with the rules and regulations of the Project
                  attached hereto as SCHEDULE 3 and, subject to limitations
                  expressed in Section 4.2 above, with such additional rules
                  and regulations as may be adopted by Landlord from time to
                  time.


                                      -12-
<PAGE>


8.       PARKING:

         8.1.     Tenant's Parking Rights: Subject to the rules and regulations
                  of the Project, Tenant shall be entitled to the number of
                  reserved and unreserved Parking Spaces set forth in PARAGRAPH
                  1 above. Only automobiles, motorcycles and pickup trucks will
                  be permitted on the parking areas.

         8.2.     Landlord's Control Over Parking: Tenant and its authorized
                  representatives will park their cars only in areas
                  specifically designated for that purpose by Landlord. Within
                  ten (10) days after written request by Landlord, Tenant will
                  furnish to Landlord the license numbers assigned to its cars
                  and the cars of all of its authorized representatives. If any
                  car owner fails to park its car in the designated parking
                  areas, Landlord may tow the car at the cost of the offending
                  owner. Tenant will not park or permit the parking of any
                  vehicles adjacent to loading areas so as to interfere in any
                  way with the use of such areas. Any loading and unloading
                  shall occur only within designated by Landlord as loading
                  areas within the parking garage. Landlord shall have the
                  right, in Landlord's sole discretion, to designate parking
                  spaces for the exclusive use of a particular tenant or
                  particular tenants; provided, however, (i) none of Tenant's
                  reserved parking spaces shall be so designated and (ii) no
                  such designation shall reduce the number of spaces to which
                  Tenant is entitled. Landlord will have the right to institute
                  reasonable procedures and/or methods to enforce the terms of
                  this SUBPARAGRAPH.

9.       GRAPHICS: Tenant, at Tenant's sole cost and expense, will install and
         maintain all letters or numerals (including Tenant's logo) on or by
         the entrance doors for the Premises. Landlord at Landlord's sole cost
         shall place Tenant's name (as well as the name of any key employees
         and affiliates of Tenant as it designated, up to a total of five (5)
         collective names) on the building lobby directory. Landlord shall
         permit the Tenant, at Tenant's sole cost to install exterior signage
         placed on the top position of the Federal Highway and Camino Real
         curved monuments sign (North side). In the event that an additional
         monument sign is located at the corner of Federal Highway and 9th
         Street, Tenant shall be entitled to place its signage on the top
         position of such additional monument, at Tenant's sole cost; and
         Tenant shall exercise its right to signage on the additional monument
         by notifying Landlord of such fact within 30 days after Landlord's
         notice to Tenant regarding the availability of the additional
         monument. All such letters and numerals shall be in the form specified
         by Landlord, and no other shall be used or permitted on the Premises.
         Tenant shall not place any signs within the Premises which are visible
         from the outside the Premises without Landlord's prior written
         approval. In the event Landlord allows Building signage identifying
         any person or entity (other than Landlord's name), Tenant shall be
         entitled to install Building signage identifying Tenant that is at
         least equal to such signage in terms of size, prominence and
         visibility.

10.      ASSIGNMENT AND SUBLETTING; ENCUMBRANCE: Tenant shall not assign this
         Lease or sublet any portion of the Premises without prior written
         consent of the Landlord, which will not be unreasonably withheld or
         delayed, it being understood that it shall be reasonable for Landlord,
         among other things, to withhold consent if Landlord is reasonably
         dissatisfied with the financial responsibility, identity, reputation
         or business character of the proposed assignee or sublessee. Any
         change in the ownership of Tenant, if Tenant is a corporation or
         partnership, shall constitute an assignment for purposes of this
         PARAGRAPH; provided, however, this sentence shall be inapplicable to
         Mackenzie Investment Management, Inc. and its affiliates.
         Notwithstanding any consent by Landlord, Tenant shall remain liable
         (along with each approved assignee and sublessee, which shall
         automatically become liable for all obligations of Tenant hereunder
         with respect to that portion of the Premises so transferred, except in
         the case of a sublease, the sublessee shall only retain such liability
         during the term of its sublease), and Landlord shall be permitted to
         enforce the provisions of this Lease directly against Tenant or any
         assignee or sublessee without proceeding in any way against any other
         party. In the event of an assignment, contemporaneously with the
         granting of Landlord's consent, Tenant shall cause the assignee


                                     -13-
<PAGE>


         to expressly assume in writing and agree to perform all of the
         covenants, duties and obligations of Tenant hereunder and such
         assignee shall be jointly and severally liable therefor along with
         Tenant (but any assignee who does not expressly assume such
         obligations in writing shall nevertheless be deemed to have assumed
         such obligations by acceptance of any such assignment). No usage of
         the Premises different from the usage provided for in PARAGRAPH 1
         above shall be permitted, and all other terms and provisions of the
         Lease shall continue to apply after such assignment or sublease.
         Tenant shall not make or consent to any conditional, contingent or
         deferred assignment of some or all of Tenant's interest in this Lease
         without the prior written consent of Landlord, which Landlord may
         withhold in its sole and absolute discretion. Tenant shall not enter
         into, execute or deliver any financing or security agreement that can
         be given priority over any mortgage given by Landlord or its
         successors, and, in the event Tenant does so execute or deliver such
         financing or security agreement, such action on the part of Tenant
         shall be considered a breach of the terms and conditions of this Lease
         and a default by Tenant entitling Landlord to such remedies as are
         provided for in this Lease. Landlord shall have the right to assign or
         transfer, in whole or in part, Landlord's rights and obligations
         hereunder and in the Project and the Premises and subsequent to any
         such assignment Landlord shall have no further obligations to Tenant.
         In the event of any assignment or sublease, Tenant shall pay to
         Landlord any "Transfer Premium" received by Tenant in connection
         therewith. As used herein, "Transfer Premium" shall mean all rent,
         real estate profit (defined as any proceeds relating to the sale of
         services, personal property or Tenant's good will that, in each case,
         are in excess of the fair market value thereof) and operating expense
         payments paid by the assignee or sublessee to Tenant in excess of the
         Base Rental, Operating Expenses and other amounts due from Tenant
         hereunder (collectively, the "Consideration"), less any actual
         out-of-pocket expenses paid by Tenant to unrelated third parties to
         procure or in connection with such assignment or sublease and less the
         value of any rent abatement or other free rent afforded the assignee
         or subtenant. Notwithstanding the foregoing, Landlord shall be deemed
         to have granted consent to any assignment or sublease if it fails to
         give its objection with respect thereto in writing in reasonable
         detail within ten (10) days of its receipt of Tenant's request. Tenant
         shall have the right without Landlord's consent to sublet or assign an
         affiliate and any entities into which Tenant is merged or
         consolidated, or to an entity to which a substantial portion of
         Tenant's assets are transferred. An affiliate means any corporation
         which, directly or indirectly, controls or is controlled by or is
         under common control with Tenant (and for this purpose "control" means
         the possession, directly or indirectly, of the power to direct or
         cause the direction of the management and policies of such
         corporation, whether through the ownership of voting securities or by
         contract or otherwise). In the event that Tenant subleases the
         Premises, Tenant and Landlord shall split all Consideration in excess
         of the Base Rental, Operating Expenses and other amounts due from
         Tenant hereunder 50%/50% after subtracting the cost of subleasing the
         Premises which includes but is not limited to the value of any rent
         abatement, brokerage commissions, tenant improvements, architectural
         fees, moving allowance and legal fees.

11.      ORDINANCES AND STATUTES: At Tenant's sole cost, Tenant will comply
         with all statutes, ordinances and requirements of all municipal, state
         and federal authorities now in force, or which may hereafter be in
         force (collectively, all of the foregoing, including any applicable
         laws, rules and regulations are referred to as "Laws"), pertaining to
         Tenants particular use of the Premises, including, but not limited to
         the Americans With Disabilities Act (ADA). The commencement or
         pendency of any state or federal court abatement proceeding affecting
         the Premises and resulting from Tenant's breach of its obligations
         under this Lease shall, at the option of the Landlord, be deemed a
         breach thereof. Notwithstanding anything to the contrary in this
         Lease, Tenant shall be responsible to comply, at its sole cost and
         expense (regardless of whether same constitute a capital expense) with
         all Laws pertaining to Tenant's particular use of the Premises or for
         changes required by Laws or ADA solely within Tenant's Premises, as
         opposed to Laws or ADA which are generally applicable to the entire
         Building.


                                      -14-
<PAGE>


         At Landlord's sole cost, Landlord will comply with all Laws now in
         force, or which may hereafter be in force, pertaining to the Building
         which shall include ADA, including any required modifications thereof,
         which cost attributed to capital expenditures shall be the sole
         responsibility of Landlord. In the event that any restrooms within the
         Building do not comply with all Laws or require refurbishing during
         the Lease Term, such costs shall be at the sole expense of Landlord.

12.      MAINTENANCE, REPAIRS, ALTERATIONS:

         12.1.    Tenant's Obligations: Upon possession of the Premises,
                  subject to punch list items and latent defects (latent
                  defects include without limitation any failure of Landlord's
                  Building Standard improvements to comply with Laws), Tenant
                  acknowledges that the Premises are in good order and repair
                  unless otherwise indicated herein. Tenant shall, at its own
                  expense and at all times, maintain the non-structural
                  elements of the Premises in good and safe condition and shall
                  surrender the same, at termination hereof, in accordance with
                  Section 12.4 below. Tenant, at Tenant's expense, shall be
                  responsible for all repairs required, excepting the
                  electrical wiring, plumbing and HVAC installations and any
                  other building system upon the Premises, roof, and the
                  exterior walls, structural foundations, parking areas and
                  other Common Areas, which shall be repaired by Landlord and
                  included in Operating Expenses subject to limitations set
                  forth above (except that, subject to Section 16.8 below,
                  Tenant shall be solely responsible for the cost of repair
                  with respect to any damage occasioned by the negligent or
                  intentional act of Tenant, its employees, agents,
                  contractors, and invitees for acts committed by such invitees
                  while present in the Premises).

         12.2.    Limits on Alterations: Tenant may not make any structural
                  improvement or alteration to the Premises which may
                  materially affect building systems without the prior written
                  consent of Landlord, which consent shall not be unreasonably
                  withheld or delayed. Tenant specifically recognizes and
                  agrees that in no event shall any alterations or improvements
                  be connected to the glass window wall located on the
                  southeasterly side of the Building without the prior written
                  approval of Landlord as to the method of attachment (and in
                  no event shall there be any penetration of any kind to the
                  window mullions).

                  Tenant may not make any nonstructural improvement or
                  alteration (other than painting, floor covering and wall
                  covering) of the interior of the Premises costing in excess
                  of $25,000 without the prior written consent of the Landlord,
                  which shall not be unreasonably withheld or delayed. In no
                  event shall any Landlord's refusal to grant consent as
                  contemplated by the preceding sentence be based on aesthetic
                  considerations. Landlord's consent shall not be required for
                  painting, floor covering or wall covering. Prior to the
                  commencement of any repair, improvement, or alteration for
                  which Landlord's consent is required, Tenant shall give
                  Landlord at least 2 DAYS written notice. All alterations will
                  be made by a licensed and insured contractor consented to by
                  Landlord and performed in a good and workmanlike manner. All
                  materials shall be of a quality comparable to or better than
                  those in the Premises and shall be in accordance with plans
                  and specifications reasonably approved by Landlord; however,
                  this sentence shall not apply to painting, floor covering or
                  wall covering. Landlord may condition its consent to any
                  improvements or alterations upon Tenant's obtaining such lien
                  releases, waivers and contractors insurance, as Landlord
                  shall reasonably require; however, in no event shall Tenant
                  be required to post any bond or other form of security.
                  Landlord shall not charge Tenant any management,
                  administration or coordination fee related to alterations or
                  repairs of the Premises during the Lease term or any renewal
                  thereafter.

         12.3.    Liens: Subject to its entitlement to the Construction
                  Allowance referenced in the Construction Rider, Tenant will
                  pay all costs of construction done by it or caused to be done
                  by it on the Premises as permitted by this Lease. Tenant will
                  keep the Project free and clear of all


                                      -15-
<PAGE>


                  construction, mechanic's, materialman's, laborer's and
                  supplier's liens, resulting from construction done by or for
                  Tenant. The interest of Landlord in the Premises and the
                  Project shall not be subject to liens for improvements made
                  by Tenant. Any lien filed by any contractor, materialman,
                  laborer or supplier performing work for Tenant shall attach
                  only to Tenant's interest in the Premises. Tenant agrees to
                  indemnify, defend (by counsel reasonably acceptable to
                  Landlord) and hold harmless Landlord from and against any and
                  all costs and liabilities and any and all mechanic's,
                  materialman's or laborer's liens arising out of or pertaining
                  to any improvements or construction done by Tenant. All
                  persons and entities contracting or otherwise dealing with
                  Tenant relative to the Premises or the Project are hereby
                  placed on notice of the provisions of this PARAGRAPH, and
                  Tenant shall further notify in writing such persons or
                  entities of the provisions of this PARAGRAPH prior to
                  commencement of any Tenant work in the Premises; provided,
                  however, Tenant's inadvertent failure to make such
                  notification shall not be deemed a default of this Lease.
                  Landlord reserves the right, in addition to the foregoing, to
                  record in the public records a notice of non-responsibility
                  as provided for in the Construction Lien law. If any
                  construction, mechanic's, materialman's or laborer's lien is
                  ever claimed, fixed or asserted against the Premises or any
                  other portion of the Project in connection with any such
                  Tenant work, Tenant shall, within twenty (20) DAYS after
                  receipt by Tenant of notice of such lien, discharge same as a
                  lien either by payment or by posting of any bond as permitted
                  by law. If Tenant shall fail to discharge any such lien,
                  whether valid or not, within twenty (20) DAYS after receipt
                  of notice from Landlord, Landlord shall have the right, but
                  not the obligation, to discharge such lien on behalf of
                  Tenant and all costs and expenses incurred by Landlord
                  associated with the discharge of the lien, including without
                  limitation, attorneys' fees, shall constitute additional rent
                  hereunder and shall be immediately due and payable by Tenant.

         12.4.    Surrender of Premises: On the last day of the term hereof or
                  on any sooner termination, Tenant shall surrender the
                  Premises to Landlord in "as is" and "broom clean" condition,
                  ordinary wear and tear and casualty damage excepted, clear
                  and free of debris. Tenant shall repair any damage to the
                  Premises occasioned by the installation or removal of
                  Tenant's trade fixtures, furnishings and equipment. Tenant
                  shall not be required to remove any tenant improvements.
                  Tenant will not be charged for any elevator service,
                  supervision, guard service, cleaning for its move out at the
                  expiration of its lease term.

         12.5     Landlord's Maintenance: Landlord shall maintain the Project
                  including all Common Areas in first class condition
                  consistent with other comparable office buildings in downtown
                  Boca Raton, Florida. Landlord's maintenance obligations shall
                  include without limitation the following: all maintenance,
                  replacement and repair (including sweeping and striping)
                  necessary to maintain all driveways, sidewalks, street and
                  parking areas free of any material settling, reasonably clear
                  of standing water and in a slightly and serviceable
                  condition; maintenance of landscaping; and maintenance of
                  Building lobby.

13.      ENTRY AND INSPECTION: Tenant shall permit Landlord or Landlord's
         agents to enter upon the Premises at reasonable times and upon
         reasonable notification for the purpose of inspecting the same,
         performing any services required of Landlord hereunder and showing the
         Premises to potential and existing mortgagees and purchasers and
         prospective tenants within the last six (6) months of the Lease term.
         Landlord agrees to provide advance verbal notice and announce its
         entry with respect to repairs to be conducted within the Premises,
         provided however, Landlord's inadvertent failure to make such
         notification shall not be deemed a default of this Lease. The
         foregoing notwithstanding, Landlord is not required to give notice or
         announce its entry to Tenant if Landlord must enter the Premises
         because of an emergency or to perform janitorial and other services.
         Tenant will permit Landlord at any time within 180 DAYS prior to the
         expiration of this Lease, to permit potential tenants to inspect the
         Premises. All entries by Landlord will be done in such a manner so as
         to create the least possible disturbance to Tenant.


                                      -16-
<PAGE>


14.      INDEMNIFICATION: Subject to PARAGRAPH 16.8 below, Tenant will
         indemnify, defend (by counsel reasonably acceptable to Landlord),
         protect and hold Landlord harmless from and against any and all
         claims, demands, losses, damages, costs and expenses (including
         attorney's fees) or death of or injury to any person or damage to any
         property whatsoever arising in favor of third parties and out of or
         relating to Tenant's breach or default under this Lease, including,
         but not limited to Tenant's breach of PARAGRAPH 21 below or Tenant's
         use or occupancy of the Premises or caused by Tenant or its agents,
         employees or invitees. Landlord shall not be liable to Tenant for any
         damage by or from any act or negligence of any co-tenant or other
         occupant of the Project or by any owner or occupant of adjoining or
         contiguous property or by any defect in or failure to maintain the
         Project or the Premises. Tenant agrees to pay for all damage to the
         Project as well as all damage to tenants or occupants thereof caused
         by misuse or neglect of said Premises, its apparatus or appurtenances
         or the Common Areas, by Tenant or Tenant's employees, agents and
         invitees. Notwithstanding anything to the contrary in this Lease, no
         indemnity by Tenant shall extend to claims arising by virtue of
         negligent or willful acts or omissions by Landlord or Landlord's
         employees, agents or contractors. In the event it is adjudicated that
         claim and other liabilities contemplated by this paragraph resulted
         from the negligent or wrongful acts or omissions of Landlord, its
         agents, contractors or employees, Landlord shall have a percentage
         responsibility with respect to any judgments against Tenant resulting
         from such claims as well as costs incurred by Tenant in its defense of
         Landlord in connection with same. Landlord's percentage of
         responsibility shall be equal to the percentage of its comparative
         negligence as determined in a final court judgment.

         Landlord shall indemnify and hold harmless Tenant from and against any
         and all third party claims arising from Landlord's operation of the
         Project. Notwithstanding anything to the contrary in this Lease, no
         indemnity by Landlord shall extend to claims arising by virtue of
         negligent or wrongful acts or omissions of Tenant or Tenant's
         employees, agents or contractors. In the event of any third party
         claim asserted against Tenant and Landlord based on acts or omissions
         outside of the Premises, Landlord shall provide and pay for the cost
         of Tenant's defense (using counsel selected reasonably acceptable to
         Tenant) until such time as it is adjudicated that such claim(s)
         resulted from the negligent or wrongful acts or omissions of Tenant,
         its agents, contractors or employees. In the event of such
         adjudication, Tenant shall have a percentage responsibility with
         respect to any judgments against Landlord resulting from such claims
         as well as costs incurred by Landlord in its defense of Tenant in
         connection with same. Tenant's percentage of responsibility shall be
         equal to the percentage of its comparative negligence as determined in
         a final court judgment.

15.      LANDLORD'S INSURANCE: At all times during the term of this Lease,
         Landlord shall procure and maintain the following types of insurance
         coverage (any company writing Landlord's insurance shall have a
         financial rating not less than that which is maintained by prudent
         owners of comparable office buildings in Boca Raton, Florida):

         15.1     So called special form All Risk property insurance. The
                  insurer used by Landlord hereunder shall waive rights of
                  subrogation against Tenant for losses payable under such
                  special form All Risk Property insurance, and the Landlord
                  shall hold Tenant harmless for any loss or damage which is
                  uninsured, such as a deductible, self-insured retention, or
                  co-insurance provision.

                  Commercial general liability insurance in an amount not less
                  than $1,000,000 for injury or death of one or more persons in
                  a single accident and for damage to property.

                  Landlord shall have the right to maintain such insurance as
                  part of a blanket or umbrella coverage, provided that
                  Landlord obtains an endorsement specifically identifying the
                  inclusion of the Project and that such coverage will not be
                  diminished by other claims under the policy below the
                  coverage amounts required.


                                      -17-
<PAGE>


16.      TENANT'S INSURANCE: At all times during the term of this Lease, Tenant
         shall, at its sole expense, procure and maintain the following types
         of insurance coverage:

         16.1.    General Liability: Commercial general liability insurance
                  against any and all damages and liability, including
                  attorneys' fees on account or arising out of injuries to or
                  the death of any person or damage to property, however
                  occasioned, in, on or about the Premises in amounts not less
                  than $1,000,000 for injury or death of one or more persons in
                  a single accident and for damage to property;

         16.2.    Personal Property: Insurance adequate in amount to cover
                  damage to or replacement of, as necessary, Tenant's personal
                  property in the Premises including, without limitation, trade
                  fixtures, furnishings, equipment, goods and inventory;

         16.3.    Employers Liability/Workers Compensation: Employer's
                  liability insurance and worker's compensation insurance
                  providing statutory state benefits for all persons employed
                  by Tenant in connection with the Premises as required by
                  applicable law;

         16.4.    Sprinkler: Insurance covering damage from leakage or
                  sprinkler systems now or hereafter installed in the Premises
                  in an amount not less than the current replacement cost
                  covering Tenant's personal property, Tenant's improvements
                  and Tenant's trade fixtures.

         16.5     Other Insurance: Such other insurance in such amounts as may
                  be required by a Landlord against other insurable hazards as
                  at the time are commonly insured against in case of prudent
                  tenants in comparable office projects in the area in downtown
                  Boca Raton, Florida.

         16.5.    Form of Insurance/Companies: All such insurance shall be in a
                  form reasonably satisfactory to Landlord and carried with
                  companies reasonably acceptable to Landlord that are licensed
                  or authorized to do business in the State of Florida, are in
                  good standing with the Department of Insurance in the State
                  of Florida and have a rating issued by an organization
                  regularly engaged in rating insurance companies (including
                  specifically A.M. Best & Company) of not less than two
                  ratings below the top rating. Tenant shall provide Landlord
                  with a Certificate of Insurance showing Landlord and
                  Landlord's managing agent as an additional insured. The
                  Certificate shall provide for a 10 DAY written notice to
                  Landlord in the event of cancellation or material change of
                  coverage. Not later than 30 DAYS prior to the expiration of
                  any coverage, renewals of or replacements for such contracts
                  of insurance shall be delivered to Landlord. In the event
                  Tenant shall fail to procure any contract of insurance
                  required under the terms hereof or any renewal of or
                  replacement for any contract of insurance that is expiring or
                  has been canceled, Landlord may, but shall not be obligated
                  to, procure such insurance on behalf of Tenant and the cost
                  thereof shall be payable to Landlord as additional rent
                  within 10 DAYS following written demand therefor.

         16.6.    Subrogation: Landlord and Tenant shall each obtain from their
                  respective insurers under all policies of fire, theft, public
                  liability, workers' compensation and other insurance
                  maintained by either of them at any time during the term
                  hereof insuring or covering the Premises, a waiver of all
                  rights of subrogation which the insurer of one party might
                  otherwise have, if at all, against the other party. Each
                  party hereby waives any claim against the other party which
                  is insurable under special form "all risk" property damage
                  insurance (including coverage for flood, earthquake and
                  Boiler and Machinery, Business Interruption and Extra
                  Expense), irrespective of whether such party actually
                  maintains such insurance. Each party hereby waives any claim
                  against the other party to which such party's insurance
                  company would otherwise be subrogated.

17.      UTILITIES AND SERVICES: Landlord shall use all reasonable efforts to
         furnish (as part of Operating Expenses) heating, ventilation, air
         conditioning, janitorial service, electricity for normal lighting and
         office machines, cold water for reasonable and normal drinking and
         lavatory use, elevator service


                                      -18-
<PAGE>


         providing access to the Premises, replacement light bulbs and/or
         fluorescent tubes and ballasts for standard overhead fixtures. The
         level of cooling and heating and the capacity of electricity serving
         the Premises shall be no less (subject to matters outside Landlord's
         reasonable control) than the minimum amounts of such services
         described in the Construction Rider as Landlord's Building Standard
         improvements. All of said services other than janitorial and HVAC,
         shall be (subject to matters outside Landlord's reasonable control)
         provided continuously 24 hours per day, 365 days per year. Janitorial
         service shall be provided Monday through Friday, excluding municipally
         recognized holidays. HVAC shall be provided Monday through Friday from
         7:00 am. to 7:00 p.m. and Saturday from 8:00 a.m. to 1:00 p.m.
         ("Business Hours"). HVAC required by Tenant at other times shall be
         made available subject to the After Hours Charge for each hour of use
         beyond non-Business Hours. The After Hours Charge shall be as follows:
         $25 per hour during the first five years of the Lease Term; the lesser
         of $30 per hour or the Building promulgated per hour rate for overtime
         HVAC then in effect during the next five years of the Lease Term; and
         during any renewal Lease Term, a per hour charge not in excess of
         market charges for comparable buildings in Boca Raton, Florida.
         Landlord shall not be liable for failure to furnish any of the
         utilities described in this PARAGRAPH 17 if and only if such failure
         is not caused by Landlord and is beyond the ability of Landlord to
         prevent, and in such case, Tenant shall have no right to abatement of
         rental hereunder or to termination of this Lease with respect to any
         such interruption nor shall such failure constitute an eviction, nor
         shall Landlord be liable under any circumstances for loss of or injury
         to property, however occurring, through or in connection with or
         incidental to the furnishing of any of the services enumerated above.
         However, in the event of a failure of services that renders the
         Premises untenantable and is either (i) caused by Landlord's gross
         negligence or willful misconduct, or (ii) is within Landlords
         reasonable ability to prevent, all rent and other charges hereunder
         starting upon expiration of the 3rd business day following Tenant's
         notice to Landlord regarding such failure shall abate on a per diem
         basis until the Premises are again tenantable. For purposes of the
         preceding sentence, the Premises shall be deemed untenantable in the
         event of a failure of HVAC or electrical services if Tenant, in its
         reasonable judgment, is unable to conduct its business on a normal
         basis and closes the Premises to all but essential personnel needed to
         prevent damage to Tenants business operations or equipment. Utilities
         shall be furnished to Tenant and to the Project only by service
         providers who have been approved by Landlord. Landlord agrees to use
         reasonable efforts to perform non-critical (i.e. normal and routine
         maintenance) maintenance that would materially and adversely interfere
         with Tenant's business during non-Business Hours. The foregoing shall
         not apply to repairs or emergencies (defined as a situation involving
         imminent danger to person or property) or non-critical maintenance
         that would not materially or adversely interfere with Tenant's
         business.

18.      CONDEMNATION: If 25% of the Project shall be taken or condemned for
         public use, Landlord may elect to terminate this Lease effective on
         the date of taking (provided that Landlord is simultaneously
         terminating all other leases in the Building), otherwise this Lease
         will remain in full force and effect. If there is a taking of all of
         the Premises or a part thereof or Tenant's parking spaces in the
         Garage so that the remaining part of the Premises is not suited for
         Tenant's continued use, either party may elect to terminate this Lease
         effective on the date of taking. If there is a taking of a portion of
         the Premises and a part remains which is suitable for Tenant's use in
         Tenant's reasonable business judgment, this Lease shall, as to the
         part taken, terminate as of the date the condemnor acquires possession
         and Tenant terminates its use of the Premises to all but essential
         personnel needed to prevent damage to Tenants business operations or
         equipment, and thereafter Tenant shall be required to pay such
         proportion of the rent for the remaining term as the value of the
         Premises remaining bears to the total value of the Premises at the
         date of condemnation. The election to terminate this Lease as provided
         herein must be exercised, if at all, within 60 DAYS after the nature
         and extent of the taking is determined; otherwise, this Lease will
         remain in full force and effect. All sums which may be payable on
         account of any condemnation claim prosecuted by Landlord shall belong
         solely to the Landlord, and Tenant shall not be entitled to any part


                                      -19-
<PAGE>


         thereof, provided however, that Tenant shall be entitled to prosecute
         a separate action for its trade fixtures, tenant improvement expenses,
         business damages and moving expenses.

19.      FIXTURES: Any and all improvements made to the Premises during the
         term hereof shall belong to the Landlord without compensation,
         allowance or credit to Tenant, except movable trade fixtures
         (including exterior signage) of the Tenant which can be removed
         without defacing the Premises or the Project. Notwithstanding anything
         herein to the contrary, Tenant shall not be required to remove or
         demolish Landlord's Building Standard Improvements or Initial Tenant
         Improvements.

20.      DESTRUCTION OF PREMISES:

         20.1.    Partial Destruction: In the event of a partial destruction of
                  the Premises during the term hereof, from any cause required
                  to be covered by Landlord's insurance, Landlord must repair
                  the same to the extent such repairs can be made with the
                  insurance proceeds made available to Landlord (and not
                  retained by any lender) and within sixty (60) days under then
                  existing governmental laws and regulations. Such partial
                  destruction shall not terminate this Lease and Tenant shall
                  be entitled to a proportionate reduction of rent while such
                  repairs are being made, based upon the extent to which the
                  making of such repairs shall interfere with the business of
                  Tenant on the Premises. If such repairs cannot be made within
                  said sixty (60) day period, Landlord, at its option, may make
                  the repairs within a reasonable time. If Landlord elects to
                  make said repairs, this Lease will continue in effect and the
                  rent will be proportionately abated as stated above. If the
                  repairs cannot be made within 60 DAYS with the available
                  insurance proceeds and Landlord elects not to make said
                  repairs, this Lease may be terminated at the option of either
                  party. Notwithstanding the foregoing, if the Premises are not
                  rendered tenantable within 270 days from the date of the
                  casualty, or if the nature of the damage is such that the
                  Premises can not be rendered tenantable within 270 days from
                  the date of days from the date of the casualty, Tenant shall
                  be entitled to cancel this Lease.

         20.2.    Material/Total Destruction: If the Building in which the
                  Premises are situated or the Project sustains damage of more
                  than 1/3 of the replacement cost thereof, Landlord may elect
                  to terminate this Lease whether the Premises are injured or
                  not, provided (i) that Landlord is simultaneously terminating
                  all other leases in the Building or (ii) that Landlord is
                  simultaneously terminating all other leases within the
                  portion of the Building damaged and Landlord does not intend
                  to rebuild the identical Building. A total destruction of the
                  Building in which the Premises are situated or the Project
                  shall terminate this Lease.

21.      HAZARDOUS SUBSTANCES:

         21.1.    Definitions: For the purposes of this Agreement, the
                  following terms have the following meanings:

                  (a)      "ENVIRONMENTAL LAW" means any law, statute,
                  ordinance or regulation pertaining to health, industrial
                  hygiene or the environment including, without limitation
                  CERCLA (Comprehensive Environmental Response, Compensation
                  and Liability Act of 1980) RCRA (Resources Conservation and
                  Recovery Act of 1976) and SARA (Superfund Amendments and
                  Reauthorization Act of 1986).

                  (b)      "HAZARDOUS SUBSTANCE" means any substance, material
                  or waste which is or becomes designated, classified or
                  regulated as being "toxic" or "hazardous" or a "pollutant" or
                  which is or becomes similarly designated, classified or
                  regulated, under any Environmental Law, including asbestos,
                  petroleum and petroleum products.

         21.2.    Tenant's Responsibilities: At its own expense, Tenant will
                  procure, maintain in effect and comply with all conditions of
                  any and all permits, licenses and other governmental and


                                     - 20 -
<PAGE>


                  regulatory approvals required for Tenant's use of the
                  Premises. Tenant will not cause or permit any Hazardous
                  Substance to be brought upon, kept or used in or about the
                  Project by Tenant, its agents, employees, contractors or
                  invitees without the prior written consent of Landlord (other
                  than small quantities normally associated with office use).
                  Tenant will, in all respects, handle, treat, deal with and
                  manage any and all Hazardous Substances in, on, under or
                  about the Premises in total conformity with all applicable
                  Environmental Laws and prudent industry practices regarding
                  management of such Hazardous Substances. Tenant will not take
                  any remedial action in response to the presence of any
                  Hazardous Substances in or about the Premises or the Project,
                  nor enter into any settlement agreement, consent decree or
                  other compromise in respect to any claims relating to any
                  Hazardous Substances in any way connected with the Premises
                  without first notifying Landlord of Tenant's intention to do
                  so and affording Landlord ample opportunity to appear,
                  intervene or otherwise appropriately assert and protect
                  Landlord's interests with respect thereto. Notwithstanding
                  anything to the contrary in this Lease, Landlord shall be
                  solely responsible for, and Tenant shall have no liability
                  with respect to, any Hazardous Substances on, under or within
                  the Project not introduced by Tenant or its agents, employees
                  or contractors. Landlord shall indemnify and hold harmless
                  Tenant from and against any liability in connection with
                  Hazardous Substances described in the preceding sentence.
                  Tenant shall be entitled to maintain small quantities of
                  Hazardous Substances as are permitted by law and normal for
                  Tenant's Permitted Use (e.g., substances contained in
                  batteries, toner for copy machines, etc.) so long as Tenant's
                  use of same are in strict compliance with applicable Laws.
                  Landlord represents that, to the best of its knowledge, there
                  will be no Hazardous Substances presently on, under or within
                  Project as of the Commencement Date of this Lease.

         21.3.    Indemnification: If the Premises or the Project become
                  contaminated in any manner for which Tenant is legally liable
                  or otherwise become affected by any release or discharge of a
                  Hazardous Substance caused by Tenant, its employees,
                  contractors or agents, Tenant shall immediately notify
                  Landlord of the release or discharge of the Hazardous
                  Substance, and Tenant shall indemnify, defend (by counsel
                  reasonably acceptable to Landlord) and hold harmless Landlord
                  from and against any and all claims, damages, fines,
                  judgments, penalties, costs, liabilities or losses
                  (including, without limitation, a decrease in value of the
                  Project or the Premises, damages caused by loss or
                  restriction of rentable or usable space, or any damages
                  caused by adverse impact on marketing of the space, and any
                  and all sums paid for settlement of claims, attorneys' fees,
                  consultant fees and expert fees) arising during or after the
                  term of this Lease and arising as a result of such
                  contamination, release or discharge. This indemnification
                  includes, without limitation, any and all costs incurred
                  because of any investigation of the site or any cleanup,
                  removal or restoration mandated by federal, state or local
                  agency or political subdivision.

22.      EVENTS OF DEFAULT: If one or more of the following events occurs, such
         occurrence constitutes an Event of Default:

         22.1.    Abandonment/Vacation: Tenant abandons or vacates the Premises
                  or removes any or all of its furniture, fixtures and personal
                  property, except in the normal course of business; or

         22.2.    Rent: Tenant fails to pay any monthly Base Rent or Operating
                  Expenses Rent, if applicable, as and when the same becomes
                  due and payable, and such failure continues for more than ten
                  (10) days after Landlord's notice of such failure to Tenant,
                  provided that Landlord shall not be obligated to provide more
                  than one (1) such notice in any calendar year and failure by
                  Tenant to pay Base Rent or Operating Expenses Rent when due
                  in a calendar year in which such notice has previously been
                  given shall immediately constitute an event of default; or


                                      -21-
<PAGE>


         22.3.    Other Sums: Tenant fails to pay any other sum or charge
                  payable by Tenant hereunder as and when the same becomes due
                  and payable, and such failure continues for more than ten
                  (10) days after Landlord gives written notice of such failure
                  to Tenant; or

         22.4.    Other Provisions: Tenant fails to perform or observe any
                  other agreement, covenant, condition or provision of this
                  Lease to be performed or observed by Tenant as and when
                  performance or observance is due, and such failure continues
                  for more than twenty (20) days after Landlord gives written
                  notice thereof to Tenant, or if the default cannot reasonably
                  be cured within said twenty (20) day period and Tenant fails
                  promptly to commence with due diligence and dispatch the
                  curing of such default or, having so commenced, thereafter
                  fails to prosecute or complete with due diligence and
                  dispatch the curing of such default or fails to complete the
                  cure within a reasonable period of time (however, if Tenant
                  fails to cure such default within 45 days after the
                  expiration of such 20 day period, Landlord shall then be
                  entitled to effectuate a cure in which case Tenant shall be
                  responsible for Landlord's out-of-pocket costs with respect
                  to same); or

         22.5.    Insolvency: Tenant (A) files or consents by answer or
                  otherwise to the filing against it of a petition for relief
                  or reorganization or arrangement or any other petition in
                  bankruptcy or liquidation or to take advantage of any
                  bankruptcy or insolvency law of any jurisdiction; (B) makes
                  an assignment for the benefit of its creditors; (C) consents
                  to the appointment of a custodian, receiver, trustee or other
                  officer with similar powers of itself or of any substantial
                  part of its property; or (D) takes action for the purpose of
                  any of the foregoing; or

         22.6.    Receiver: A court or governmental authority of competent
                  jurisdiction, without consent by Tenant, enters an order
                  appointing a custodian, receiver, trustee or other officer
                  with similar powers with respect to it or with respect to any
                  substantial power of its property, or constituting an order
                  for relief or approving a petition for relief or
                  reorganization or any other petition in bankruptcy or
                  insolvency law of any jurisdiction, or ordering the
                  dissolution, winding up or liquidation of Tenant, or if any
                  such petition is filed against Tenant and such petition is
                  not dismissed within 60 DAYS; or

         22.7.    Attachments: This Lease or any estate of Tenant hereunder is
                  levied upon under any attachment or execution and such
                  attachment or execution is not vacated within sixty (60)
                  days.

         22.8.    Assignment/Sublease: Tenant assigns this Lease or subleases
                  all or any portion of the Premises without Landlord's prior
                  written consent.

23.      REMEDIES OF LANDLORD UPON TENANT'S EVENT OF DEFAULT:

         23.1.    Termination: In the event of an Event of Default by Tenant,
                  Landlord may, at his option, terminate the Lease and
                  repossess the Premises pursuant to the laws of the State of
                  Florida and recover from Tenant as damages:

                  (a)      the unpaid rent and other amounts due at the time of
                  termination plus interest thereon at the Default Rate from
                  the due date until paid;

                  (b)      the present value of the balance of the rent for the
                  remainder of the term after termination less the present
                  value of the fair market value rental of the Premises for
                  said period (both determined by applying a discount rate of
                  1 1/2% below the Wall Street Journal Prime Rate); and

                  (c)      any other amount necessary to compensate Landlord
                  for all detriment proximately caused by Tenant's failure to
                  perform its obligations under the Lease or which in the
                  ordinary course of things would be likely to result
                  therefrom, including, without limitation, the cost of
                  recovering the Premises.


                                      -22-
<PAGE>


                  23.2.    Landlord's Options: Landlord may, in the
                           alternative, (i) continue this Lease in effect, as
                           long as Landlord does not terminate Tenant's right
                           to possession, and Landlord may enforce all its
                           rights and remedies under the Lease, including the
                           right to recover the rent as it becomes due under
                           the Lease; or (ii) terminate Tenant's right of
                           possession (but not this Lease) and repossess the
                           Premises pursuant to the laws of the State of
                           Florida, without demand or notice of any kind to
                           Tenant except that which is required by Florida law
                           and its requirements of legal process, in which
                           event Landlord shall use commercially reasonable
                           efforts to relet the Premises for the account of
                           Tenant for such rent and upon such terms as shall be
                           reasonable. For purpose of such reletting Landlord
                           is authorized by Tenant to decorate or to make any
                           repairs, changes, alterations or additions in or to
                           the Premises that may be necessary or convenient, at
                           Tenant's expense, provided that the same are
                           justified by the economics of the replacement lease
                           in Landlord's reasonable determination. Tenant shall
                           also be responsible for rent for the period that the
                           Premises are vacant and all costs of re-letting,
                           including without limitation, brokerage commissions
                           and attorneys' fees. Tenant shall also be liable for
                           any deficiency of such rental below the total rental
                           and all other payments herein provided for the
                           unexpired balance of the term of this Lease; or
                           (iii) exercise any and all other rights and remedies
                           available to Landlord at law or in equity.

24.      SECURITY DEPOSIT: PURPOSELY OMITTED

25.      LIEN FOR RENT: Landlord expressly waives all rights of levy, distraint
         or execution with respect to Tenant's property, including without
         limitation any statutory or common law security interest or landlord's
         lien for rent.

26.      LIMITATION ON LANDLORD'S PERSONAL LIABILITY: Tenant specifically
         agrees to look solely to Landlord's interest in the Project and its
         rents (subject to prior assignment and subordination in favor of third
         parties) for the recovery of any judgment from Landlord, it being
         agreed that Landlord (and any officers, shareholders, partners,
         directors or employees of Landlord or of any partners in the entity
         comprising Landlord) shall never be personally liable for any such
         judgment.

27.      ATTORNEY'S FEES: If there is any legal action or proceeding between
         Landlord and Tenant regarding this Lease or to protect or establish
         any right or remedy of either Landlord or Tenant hereunder, the
         unsuccessful party to such action or proceeding will pay to the
         prevailing party all costs and expenses, including reasonable
         attorneys' fees incurred by such prevailing party in such action or
         proceeding and in any appearance in connection therewith, and if such
         prevailing party recovers a judgment in any such action, proceeding or
         appeal, such costs, expenses and attorney's fees will be determined by
         the court handling the proceeding and will be included in and as a
         part of such judgment. Wherever used in this Lease, "attorney's fees"
         and "costs" shall include those incurred at the trial level and at all
         levels of appeal as well as those incurred in any bankruptcy
         proceedings.

28.      WAIVER: No failure of either party to enforce any term hereof shall be
         deemed to be a waiver.

29.      SEVERABILITY: If any clause or provisions of this Lease is illegal,
         invalid or unenforceable under present or future laws effective during
         the term hereof, then it is the intention of the parties hereto that
         the remainder of this Lease shall not be affected thereby, and it is
         also the intention of both parties that in lieu of each clause or
         provision that is illegal, invalid or unenforceable, there shall be
         added as a part of this Lease, a clause or provision as similar in
         terms to such illegal, invalid or unenforceable clause or provision as
         may be possible and be legal, valid and enforceable. Notwithstanding
         the foregoing, this paragraph shall be inapplicable to the extent any
         Laws would void any obligation of Tenant to pay rent or other charges
         due from Tenant to Landlord hereunder or Landlord to provide
         utilities, services or access to the Premises and parking.


                                     -23-
<PAGE>
30.      NOTICES: All notices or other communications required or permitted
         hereunder must be in writing, and be (i) personally delivered
         (including by means of professional messenger service) with signed
         receipt, (ii) sent by overnight, receipted courier, with request for
         next Business Day delivery, or (iii) sent by registered or certified
         mail, postage prepaid, return receipt requested, to the addresses set
         forth in PARAGRAPH 1. All notices sent by mail will be deemed received
         on the date of acceptance or rejection of service.

31.      HOLDING OVER: Any holding over after the expiration or termination of
         this Lease shall only be for a period of sixty (60) days and construed
         as a month-to-month tenancy on the same terms of this Lease except
         that per diem Base Rent shall be 125% of the per diem Base Rent for
         the month of the Lease preceding the month in which the expiration or
         termination occurred, and otherwise in accordance with the terms
         hereof, as applicable. In the event Tenant shall be or become a
         holdover tenant, Tenant shall also indemnify Landlord against all
         claims for damages against Landlord as a result of Tenant's possession
         of the Premises after such 60 day period, including, without
         limitation, claims for damages by any tenant to whom Landlord may have
         leased the Premises, or any portion thereof, for a term commencing
         after the expiration or termination of this Lease.

32.      TIME: Time is of the essence of this Lease.

33.      HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and inures to
         the benefit of the assigns and successors in interest of Landlord and
         is binding upon and inures to the benefit of Tenant and Tenant's heirs
         and successors and, to the extent assignment may be approved by
         Landlord or otherwise permitted hereunder, Tenant's assigns.

34.      SUBORDINATION: This Lease is and shall always be subordinate to the
         lien of any mortgages which are now or shall at any future time be
         placed upon the Project, the Premises or Landlord's rights hereunder,
         and to any renewals, extensions, modifications or consolidations of
         any such mortgage, if and only if, in each instance Tenant receives a
         non-disturbance agreement from the holder of each and every such
         mortgage. Landlord represents that as of the date of this Lease, the
         only mortgage encumbering the Project and the Building is in favor of
         Bank Atlantic (the "Existing Lender"), and Landlord shall use
         reasonable, diligent efforts deliver to Tenant no later than the
         Delivery Date the non-disturbance agreement having been signed by the
         Existing Lender in the form attached hereto as Schedule 4. If Tenant
         does not receive the non-disturbance agreement from the Existing
         Lender within 10 days after the date this Lease is signed by the
         parties, Tenant shall be entitled to cancel this Lease by notice of
         cancellation given to Landlord prior to the expiration of such 10 day
         period. Tenant's obligation to subordinate this Lease to any future
         lender shall be subject to receipt of a non-disturbance agreement in
         the form attached hereto as Schedule 4 (but for changing the name of
         the lender and identification of the mortgage and related loan
         documents or other changes approved by Tenant, which approval shall
         not be unreasonably withheld, conditioned or delayed).

35.      ESTOPPEL CERTIFICATE; FINANCIAL STATEMENTS:

         35.1.    Content: Tenant shall at any time upon not less than 15 DAYS'
                  prior written notice from Landlord execute, acknowledge and
                  deliver to Landlord a statement in writing:

                  (a)      certifying that this Lease is unmodified and in full
                  force and effect (or, if modified, stating the nature of such
                  modification and certifying that this Lease, as so modified,
                  is in full force and effect), the amount of any security
                  deposit, and the date to which the rent and other charges are
                  paid in advance, if any; and

                  (b)      acknowledging that there are not, to Tenant's
                  knowledge without investigation, any uncured defaults on the
                  part of Landlord hereunder, or specifying such defaults if
                  any are claimed. Any such statement may be conclusively
                  relied upon by a prospective purchaser or encumbrancer to the
                  Premises.


                                      -24-
<PAGE>


         35.2.    Failure to Deliver: If Tenant fails to deliver such statement
                  within such time, Landlord shall be entitled to send Tenant a
                  reminder notice, and if Tenant shall fail to deliver such
                  statement within 5 days after receipt of the reminder notice,
                  the following shall be conclusive upon Tenant:

                  (A)      that this Lease is unmodified and in full force and
                           effect, without modification except as may be
                           represented by Landlord;

                  (B)      that there are no uncured defaults in Landlord's
                           performance; and

                  (C)      that not more than one month's rent has been paid in
                           advance or such failure may be considered by Lessor
                           as a default by Tenant under this Lease.

36.      AUTHORIZATION: If Tenant executes this Lease as a corporation or
         partnership, then Tenant and the person(s) executing this Lease on
         behalf of Tenant, represent and warrant that such entity is duly
         qualified to do business in the State in which the Project is located
         and that the individuals executing this Lease on Tenant's behalf are
         duly authorized to execute and deliver this Lease on Tenant's behalf.

37.      JOINT AND SEVERAL LIABILITY: In the event that more than one person or
         entity executes the Lease as Tenant, all such persons and entities
         shall be jointly and severally liable for all of Tenant's obligations
         hereunder. In the event that Tenant is a partnership, all general
         partners shall be jointly and severally liable for all of Tenant's
         obligations hereunder.

38.      FORCE MAJEURE: Each party shall be excused for the period of any delay
         in the performance of any obligations hereunder when prevented from
         doing so by cause or causes beyond that party's absolute control which
         shall include, without limitation, all labor disputes, civil
         commotion, civil disorder, riot, civil disturbance, war, war-like
         operations, invasion, rebellion, hostilities, military or usurped
         power, sabotage, governmental moratoriums, fire or other casualty or
         Acts of God.

39.      RECORDING: Tenant shall not record this Lease, or any memorandum or
         short form thereof, without the written consent and joinder of
         Landlord, which may be unreasonably withheld.

40.      RIDER: A Rider, signed by the parties [X] is attached [ ] is not
         attached hereto.

41.      ENTIRE AGREEMENT: The foregoing constitutes the entire agreement
         between the parties and may be modified only by a writing signed by
         both parties.

42.      GOVERNING LAW: This Lease shall be construed in accordance with the
         internal laws of the State of Florida (without regard to conflicts of
         law or choice of law rules). Landlord and Tenant hereby submit to the
         jurisdiction of the Civil Courts of the State of Florida in respect of
         any suit or other proceeding brought in connection with or arising out
         of this Lease and venue shall be in Palm Beach County, Florida.

43.      RADON GAS: The following statement is included in order to comply with
         Florida statutory law requirements: Radon is a naturally occurring
         radioactive gas that, when it has accumulated in a building in
         sufficient quantities, may present health risks to persons who are
         exposed to it over time. Levels of radon that exceed Federal and State
         guidelines have been found in buildings in Florida. Additional
         information regarding radon and radon testing may be obtained from
         your county public health unit.

44.      MOVING ALLOWANCE: Landlord shall provide Tenant upon lease
         commencement with a moving allowance of $1.50 per rentable square foot
         to help defray Tenant's cost of moving (including without limitation
         costs of cabling and relocation of systems) upon receipt of invoices
         for such expenditures. Tenant will not be charged for any elevator
         service, supervision, guard service (unless after normal building
         operating hours), and cleaning for its initial move in.

45.      OPTION TO RENEW: Tenant has two (2) options to renew the lease for a
         period of five (5) years each provided that in exercising each Tenant
         (i) is not in default hereunder beyond any applicable cure


                                      -25-
<PAGE>


         period and (ii) gives Landlord written notice via registered mail
         return receipt requested and received by Landlord not later than
         twelve (12) months prior to initial lease expiration or first extended
         option period as applicable. All terms and conditions as contained in
         the Lease shall remain the same except that the renewal rate shall be
         the "prevailing market rate" for similar space in comparable buildings
         for similar inducements, and lease term in downtown Boca Raton area.
         If Tenant should fail to exercise the first option to renew within the
         time period aforementioned upon the terms and conditions herein
         stated, both the first and second option to renew shall automatically
         lapse and expire and Tenant shall have no further right, title or
         interest in and to the Premises upon expiration of the initial Lease
         term. The tern "prevailing market rate" per rentable square foot shall
         mean the annual rate of rent determined by Landlord and accepted by
         Tenant, as the prevailing market base rental rate in the downtown area
         of Boca Raton, Florida for comparable office space which has been
         built out for occupancy (taking into consideration the duration of the
         terms for which such space is being leased, location and/or floor
         level within the applicable building, when the applicable rate first
         becomes effective, quality and location of the applicable building,
         rental concessions, build-out allowances and other relevant factors)
         for a lease term commencing on the Option Period commencement date.
         Executed leases and bona fide written offers to lease comparable space
         in the Building received by Landlord from third parties (at arm's
         length) may be used by Landlord as an indication of the prevailing
         market rate. In the event of Tenant's rejection of Landlord's quoted
         prevailing market rate with ten (10) days of receipt of same from
         Landlord, Landlord and Tenant shall thereafter each select a broker
         with substantial experience in the downtown area of Boca Raton,
         Florida, office market for the purpose of making a determination of
         the prevailing market rate for each option period commencement date;
         provided that if either Landlord or Tenant shall fail to notify the
         other of the identity of its selected broker as aforesaid within
         twenty (20) days of the others' written demand therefore (which demand
         shall identify the notifying party's broker and make specific
         reference to the consequences imposed by this provision for
         non-selection), the party who shall have failed to identify its broker
         shall be deemed to have irrevocably consented to the prevailing market
         rate determined in good faith by the broker selected by the other
         party. Assuming that both brokers are timely selected, however, the
         two selected brokers shall then each independently make a
         determination of prevailing market rate for each subsequent option
         period commence date and shall together select a third broker,
         experienced as aforesaid. The jointly selected broker shall then
         select one of the two determinations as aforesaid for each remaining
         option period commencement date which is closest to the prevailing
         market rate for purposes of this provision. This determination, so
         long as it is made in good faith, shall be final and not subject to
         appeal. Each party to the Lease shall pay the fees and cost of its own
         broker and one-half of the fees and costs payable to the
         jointly-selected broker determined as aforesaid (the foregoing
         collectively referred to as the "Three-Broker Method").

46.      RIGHT OF FIRST REFUSAL: Landlord agrees to provide Tenant with a
         continuous right of first refusal which is subordinate to any existing
         tenant then in place and under lease (including any renewal right
         stated in existing tenant's lease, this subordination meaning only that
         the existing tenant shall have superior rights with respect to its own
         space) on space located on the 2nd and 3rd floors of Building Two at
         First Union Plaza. In the event that the Landlord receives an
         acceptable offer from a third party for space, then Landlord shall
         provide Tenant with the acceptable offer and Tenant shall notify the
         Landlord within five (5) business days of receiving same of its intent
         to exercise its right. Should the Tenant exercise its right, and if
         such offer is a bonafide arm's length offer, the rental, terms and
         conditions shall be per Tenant's existing lease, except for 1) the area
         which shall be equivalent to the prospect's area; and 2) lease term
         shall be coterminous with this Lease, however if initial lease term is
         less than five (5) years the term shall be extended out to a minimum
         five (5) year lease, or to a maximum ten (10) year lease. Lease term is
         at Tenant's sole election. Should Tenant fail to exercise the right of
         first refusal within the time period aforementioned upon the terms and
         conditions herein stated, such right of first refusal for that
         particular third party offer to lease space shall lapse.


                                     -26-
<PAGE>


47.      SATELLITE DISH: If required by Tenant, Landlord shall grant Tenant a
         license to install a satellite dish or other communications equipment
         on the roof of the building at no rental cost to Tenant, together with
         the right to install such cabling and other installations reasonably
         acceptable to Landlord, subject however to all terms and conditions of
         the Site License Agreement Rider attached hereto and made a part
         hereof as Schedule 2. All Dish size and design must be architectural
         compatible to the Project, comply with all governmental structural
         requirements and Laws and be reasonably approved by Landlord.

48.      GENERATOR: Tenant shall have the right to install a generator for
         Tenant's sole use in a mutually acceptable location, at Tenant's sole
         cost and expense. Tenant hereby indemnifies, defends (by counsel
         reasonably acceptable to Landlord), protects and holds Landlord
         harmless from and against any and all claims, demands, losses,
         damages, costs and expenses (including attorney's fees) or death of or
         injury to any person or damage to any property whatsoever arising in
         favor of third parties or Landlord and out of or relating to Tenant's
         installation, maintenance or use of its generator, regardless of
         whether caused by Tenant or its agents, employees or invitees.

49.      OPTION TO EXPAND: Tenant shall have an option to expand onto the third
         floor for rentable square footage totaling approximately 8,000
         provided that Tenant gives Landlord written notice not later than ten
         (10) days following March 25, 2006. The rental rate, tenant
         improvements, and additional incentives shall be the prevailing market
         rate (as determined in accordance with Section 46 above) taking into
         account the foregoing for similar space for buildings in the general
         downtown Boca Raton area but in no event will rental rate be lower
         than current rate being paid by Tenant at time of option. In the event
         of a disagreement between the parties as to prevailing market rate,
         such rate will be resolved by arbitration using the "Three Broker
         Method" as utilized in connection with Tenant's renewal option. Rent
         on the expansion space will commence upon the earlier of (i) sixty
         days following Landlord's delivery of the possession of the expansion
         space or (ii) Tenant's conducting its business within such expansion
         space. Landlord shall deliver possession of the expansion space to
         Tenant upon expiration of the terms of the two leases currently
         existing for such space.

50.      OPPORTUNITY TO LEASE AVAILABLE SPACE: During the term of lease, Tenant
         shall have the right to lease available space in the building, on the
         2nd and 3rd floors, by providing Landlord written notice
         of its intent. Upon Landlord receiving notice from Tenant that it
         requires additional space, landlord shall notify Tenant in writing
         that space is available (or not) and the terms upon which Landlord
         would lease such space. Such terms shall in any event not exceed the
         prevailing market rate (as determined in accordance with Section 46
         above) taking into account the foregoing for similar space for
         buildings in the general downtown Boca Raton area but in no event will
         rental rate be lower than current rate being paid by Tenant at time of
         the election of such right. In the event that Landlord and Tenant
         cannot agree on terms however Tenant still elects to lease such space,
         then the parties shall then proceed to arbitration based on the Three
         Broker Method.

51.      WAIVER OF THE RIGHT TO TRIAL BY JURY: LANDLORD AND TENANT HEREBY
         KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
         ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTE
         AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR
         RELATED TO THIS LEASE OR THE PREMISES, OR THE PROJECT.

52.      CONSENTS AND APPROVALS: Except as otherwise set forth in this Lease,
         in each instance where a party's approval or consent is required or
         its opinion controls any aspect of this Lease affecting the other
         party, (i) such approval shall not be unreasonably withheld or delayed
         unless


                                      -27-
<PAGE>


         this Lease expressly allows such approval or consent to be withheld
         arbitrarily or in the party's sole determination, and (ii) such
         opinion shall be reasonably rendered.

53.      CONSEQUENTIAL DAMAGES: Notwithstanding anything to the contrary in
         this Lease, neither party shall be liable to the other party for
         consequential damages or punative damages; provided, however, the
         limitation for consequential damages shall not apply to consequential
         damages that Tenant shall be entitled to seek from Landlord on account
         of Landlord unreasonably withholding consent to Tenant's desired
         assignment of this Lease or sublease of the Premises.

54.      LANDLORD'S DEFAULT: Without limiting other remedies expressly reserved
         to Tenant in this Lease or any remedies of Tenant at law or in equity,
         Tenant shall be entitled to terminate this Lease in case of Landlord's
         default which remains uncured after the applicable cure period. The
         applicable cure period shall be the same period of time following
         Tenant's notice to Landlord of the default applicable to defaults of
         Tenant. In the event Tenant terminates this Lease on account of
         Landlord's default, Landlord shall, in addition to other remedies
         expressly reserved to Tenant in this Lease, pay Tenant the unamortized
         portion of costs and expenses paid by Tenant in connection with the
         Tenant Finish over and above the Tenant-Allowance.


                                     -28-
<PAGE>


         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.


                                  LANDLORD:

                                  BOCA II ASSOCIATES, LTD.,
                                  a Florida limited partnership

                                  By:  SONGY PARTNERS LIMITED,
                                       a Florida limited partnership,
                                       its general partner

                                  By:  SPL Florida, Inc., a Florida
                                       corporation, its general partner

WITNESSES:

/s/ Robert A. Brooks              By:  /s/ David B. Songy
------------------------------       ----------------------------------------
                                     David B. Songy, President
------------------------------

                                  TENANT:

                                  Mackenzie Investment Management, Inc.

/s/ Leslie H. Ferris              By: /s/ C. William Ferris
------------------------------       ----------------------------------------
/s/ Francine Howard               Print Name: C. William Ferris Title: Sr. V.P.
------------------------------               ------------------       ---------


                                     -29-
<PAGE>

                                   EXHIBIT A

Parcel 1

All of Lot C, Block 27 of SPANISH RIVER COMPANY SUBDIVISION, Plat A, in the Town
of Boca Raton, Florida, according to the Plat thereof recorded in the Office of
the Clerk of the Circuit Court in and for Palm Beach County, Florida, in Plat
Book 16, Pates 27 to 30.

LESS THE FOLLOWING DESCRIPTION:

A portion of Lot "C", Block 27, Spanish River Land Co., Plat "A", according to
the plat thereof as recorded in Plat Book 16, at Pages 27 through 30, of the
Public Records of Palm Beach County, Florida, in Section 29, Township 47 South,
Range 43 East, being more particularly described as follows:

COMMENCE at the Northwest corner of the Northwest one-quarter (N.W. 1/4) of said
Section 29; thence along the North line of said Northwest one-quarter (N.W.
1/4), North 88(degrees)58'21" East for a distance of 421.90 feet; thence, South
00(degrees)53'04" East for a distance of 836.28 feet; thence South
01(degrees)19'12" East for a distance of 2319.02 feet; thence South
88(degrees)40'48" West for a distance of 40.00 feet to the POINT OF BEGINNING,
said point also being the Northeast corner of said Lot "C"; thence along the
East line of said Lot "C", South 01(degrees)19'12" East for a distance of 250.33
feet to the Southeast corner of said Lot "C"; thence along the South line of
said Lot "C", South 88(degrees)57'29" West for a distance of 42.15 feet to a
point of curvature of a circular curve concave to the Northwest, having for its
elements a central angle of 90(degrees)16'41", a radius of 30.00 feet and a
chord bearing of North 43(degrees)49'09" East; thence run Northeasterly along
the arc of said curve for a distance of 47.27 feet to a point of tangency on a
line being 12 feet West of and parallel with the aforementioned East line of Lot
"C"; thence along said parallel line, North 01(degrees)19'12" West for a
distance of 208.29 feet to a point of curvature of a circular curve concave to
the West, having for its elements a central angle of 33(degrees)13'28", a radius
of 21.75 feet and a chord bearing of North 17(degrees)55'56" West; thence run
Northerly along the arc of said curve for a distance of 12.61 feet to a point of
non-tangency on the North line of said Lot "C"; thence along said North line,
North 88(degrees)56'27" East for a distance of 15.56 feet to the POINT OF
BEGINNING.

TOGETHER WITH:

Parcel 2

The East 300 feet of Lot B in Block 27 of SPANISH RIVER LAND COMPANY'S PLAT "A",
according the plat thereof as recorded in Plat Book 17, Pages 27 to 30, of the
Public Records of Palm Beach County, Florida, and Lot 10 in Block 29 of MIZNER
DEVELOPMENT CORP. PLAT 1, according to the plat thereof as recorded in Plat Book
3, Page 37, of the Public Records of Palm Beach County, Florida.

TOGETHER WITH:

Parcel 3

A portion of Lots "A" and "B", Block 27, of SPANISH RIVER LAND CO. Plat "A", as
recorded in Plat Book 16, Page 28, of the Public Records of Palm Beach County,
Florida, more fully described as follows:

Commerce at the Southeast corner of said Lot "B", Block 27, being the
intersection of the North Right of Way line of Camino Real and the West line of
a 20 foot alley, thence South 88(degrees)30'00" West along said North Right of
Way line, a distance of 300.00 feet to the Point of Beginning; thence continue
South 98(degrees)30'00" West along said Right of Way line, a distance of 240.85
feet; thence North 1(degree)30'00" West a distance of 125.00 feet; thence South
88(degrees)30'00" West a distance of 156.11 feet; thence Northeasterly along the
new Right of Way line of Dixie Highway on a curve to the right having a radius
of 428.34 feet, a central angle of 13(degrees)12'00", an arc distance of 98.67
feet; thence Northeasterly along said new Right of Way line on a curve to the
left having a radius of 528.34 feet, a central angle of 6(deg)05'00", an arc
distance of 56.10 feet; thence North 88(degrees)30'00" East along the South
Right of Way line of S.E. 9th Street 304.78 feet; thence South 1(degree)44'00"
East, a distance of 249.85 feet more or less to the point of beginning.


<PAGE>

                                   EXHIBIT A


LESS THE FOLLOWING DESCRIPTION:

A portion of Lots A and B, Block 27, of the Subdivision of SPANISH RIVER LAND
CO. FLAT A, as recorded in Plat Book 16, Page 28, of the Public Records of Palm
Beach County, Florida, more fully described as follows:

Commencing at the Southwest corner of said Lot A, being the intersection of the
old East right-of-way line of Dixie Highway with the existing North right-of-
way line of Camino Real; thence on a magnetic bearing of North 88(degrees)30'00"
East, along said existing North right-of-way line a distance of 20.32 feet;
thence Northerly on a curve, concave to the East having a chord bearing of North
17(degrees)48'52" East, a chord distance of 132.46 feet, a radius of 428.34
feet, a central angle of 17(degrees)47'20", for an arc distance of 132.99 feet
to the Point of Beginning; thence North 88(degrees)30'00" East, and parallel to
said existing North right-of-way line of Camino Real, a distance of 156.11 feet;
thence North 1(degrees)30'00" West, a distance of 25.00 feet; thence South
88(degrees)20'00" West, a distance of 141.58 feet to a point on the aforesaid
curve extended; thence Southerly along said curve, having a chord bearing of
South 28(degrees)38'33" West, a chord distance of 28.91 feet, a radius of 428.34
feet, a central angle of 3(degrees)52'05", an arc distance of 28.91 feet, to the
Point of Beginning.

<PAGE>

                                 Schedule 1(a)

                                  [FLOOR PLAN]



         Total square footage shown is based on useable square footage
          measured by BOMA ANSI Z65.1 1996 standards. Common area loss
                          factor shall not exceed 12%.


<PAGE>

                                 Schedule 1(b)

                                  [FLOOR PLAN]



         Total square footage shown is based on useable square footage
         measured by BOMA ANSI Z65.1 1996 standards. Common area loss
                          factor shall not exceed 12%.
<PAGE>

                                 Schedule 1(c)

                                  [FLOOR PLAN]



          Total square footage shown is based on usable square footage
          measured by BOMA ANSI Z65.1 1996 standards. Common area loss
                          factor shall not exceed 12%.
<PAGE>
                                   SCHEDULE 2


                               SITE LICENSE RIDER
                                   (Rooftop)

         1.       GRANT. Subject to the following terms and conditions,
Landlord hereby grants Tenant the nonexclusive license to install, maintain,
operate and remove radio communications equipment and related appurtenances on
certain designated space on roof of the Building, and licenses to Tenant the
use of certain designated portion of the Building appropriate electric and
telephone connections within or without the Building (the space on and within
the Building for Tenant attachment and additional space for Tenant's occupancy
and connections hereafter collectively the "Site"). This license is irrevocable
during the term of the Lease provided that Tenant complies with this Rider and
does not remain in default of the Lease beyond the expiration of any applicable
cure period. The Site is provided to Tenant in "AS IS, WHERE-IS, WITH ALL
FAULTS" condition to be mutually determined by Landlord and Tenant. Landlord
shall continue to have the right to grant others rights to occupy or utilize
the roof of the Building.

         2.       USE. Tenant shall have the right, at its sole expense, to
                  install, construct, maintain, modify and repair (and, with
                  Landlord's prior written approval, which shall not be
                  unreasonably withheld) supplement, replace and upgrade radio
                  and other communications transmitting and receiving antennas,
                  supporting mounts' and cables, equipment, storage structures
                  and other improvements relating thereto (collectively the
                  "Equipment") on the Site. Tenant shall provide Landlord a
                  description of the external antennas and their mounting
                  brackets included. Tenant shall have the right to use, as
                  reasonably determined by Landlord and Tenant, the Building
                  conduit and sleeving connecting such locations and servicing
                  the equipment as currently existing within, provided, however,
                  that Tenant shall connect its Equipment to those adequate
                  sources of electricity and telephone which are located closest
                  to Tenant's site (with the consent and coordination of the
                  appropriate telecommunications provider) unless Landlord has
                  given, its written approval of Tenant connecting to
                  alternative sources. The aforementioned uses and equipment are
                  hereafter referred to as "Permitted Uses". Except as
                  specifically approved by Landlord in writing (which approval
                  shall not be unreasonably withheld or delayed), antennas and
                  other Equipment must not extend above Building roof parapet
                  walls or be visible from the Common Areas and shall be located
                  on the roof of the Building. All exterior antennas and other
                  external Equipment shall be painted so as to reasonably match
                  the appearance of the surfaces on which they are mounted. Any
                  changes in number, type, or location of antennas or other
                  Equipment shall require Landlord's prior written approval,
                  which shall not be unreasonably withheld. Tenant may install
                  at its sole cost and expense a chain link non-electrified
                  security fence around the Site so long as it provides Landlord
                  with a duplicate key to the fence. All Equipment and


31
<PAGE>


all work performed with respect thereto shall be in compliance with all Laws at
Tenant sole cost and expense. Tenant shall be solely responsible, at its
expense, for securing any and all building permits and approvals, zoning
changes or approvals, variances, use permits and other governmental permits
from applicable governmental authorities, including any Federal Aviation
Administration approval (collectively, "Permits,') prior to any construction or
other work on the Site. Landlord agrees to reasonably cooperate with Tenant in
obtaining the Permits, provided Landlord is not obligated to expend any funds,
bring any legal actions in furtherance of the same, or have any liability or
cost associated therewith. Tenant agrees to reimburse Landlord, on demand, its
reasonable attorney's fees to review any documentation requested to be executed
or consent to by Landlord. Landlord makes absolutely no representations or
warranties regarding the Permits or whether the Permits are obtainable and
shall have no liability to Tenant for failure to obtain any Permits. Copies of
the Permits shall be provided to Landlord within five (5) days of obtaining
same and in all events prior to installation of the Equipment. Tenant shall
promptly pay all costs and expenses incurred in connection with the
installation, construction, maintenance, repair, operation, upgrade,
replacement or removal of the Equipment and shall not cause or permit any lien
to be created against the Site. Nothing in this Rider will be deemed in any way
to give Tenant any right, power or authority to contract for or permit to be
furnished any service or materials which would give rise to the filing of any
construction, mechanics' or materialmen's lien against Landlord's estate or
interest in the Project, it being agreed that no estate or interest of Landlord
in the Project will be subject to any lien arising in connection with any
alteration, additions or improvements made by or on behalf of Tenant. Tenant
agrees to incorporate the provisions of this paragraph into the contract with
any contractor installing the Equipment or otherwise conducting work on the
Site on behalf of Tenant; provided, however, Tenant's inadvertent failure to
make such notification shall not be deemed a default of this Rider or the
Lease. Landlord reserves the right, in addition to the foregoing, to record in
the public records a notice of non-responsibility as provided for in the
Construction Lien law. Tenant shall, within ten (14) days after being requested
to do so by Landlord, execute, acknowledge and deliver to Landlord a notice of
this Rider in recordable form confirming that the terms of the Rider with the
third party expressly provides that the interest of Landlord in the Project
shall not be subject to liens for improvements made or other work performed by
or on behalf of Tenant and such other information as may be required by Chapter
713, Florida Statutes to prevent the interest of Landlord in the Project from
being subject to liens for improvements made or other work performed by or on
behalf of Tenant. Tenant shall only use the Equipment for its own personal use,
and in no event shall Tenant be permitted to allow the Equipment to be used by
or for the direct or indirect benefit of anyone other party other than an
affiliate and any entities into which Tenant is merged or

32
<PAGE>
consolidated, or an entity to which a substantial portion of Tenant's assets
are transferred, or any permitted assignee or subtenant under the Lease.

         3.       MAINTENANCE. Tenant, at its sole cost, shall comply with all
                  applicable Laws relating to its possession of the Site and use
                  of the Equipment. Tenant shall be responsible for all
                  maintenance of the Equipment and for the cost of all repairs
                  or damage to the Building caused by Tenant, or Tenant's
                  agents, employees, contractors or subcontractors, subject to
                  Section 16.6 of the Lease. Tenant shall timely and promptly
                  commence (not to exceed five (5) business days) repair, and
                  diligently pursue completion of such repair, at Tenant's sole
                  cost any such damage (however, if Tenant fails to cure such
                  repair within 45 days, Landlord shall then be entitled to
                  effectuate a cure in which case Tenant shall be responsible
                  for Landlord's out-of-pocket cost with respect to same). If
                  the Equipment is damaged or in need of maintenance or repair
                  so that it is creating or could create a hazard, the
                  determination of which will be made by Landlord in its sole
                  discretion, then Landlord has the right to require Tenant to
                  promptly perform such maintenance and repairs as Landlord
                  deems necessary. If Tenant fails to promptly perform such
                  maintenance or repairs, Landlord may, upon notice to Tenant,
                  enter onto the Site and perform such maintenance or repairs,
                  in which case Tenant shall reimburse Landlord for all costs
                  and expenses associated with such maintenance and repairs plus
                  an administrative fee of ten percent (10%) of the cost of the
                  repairs. If necessary upon notice from Landlord, Tenant shall
                  remove the Equipment, at its expense, if required for Landlord
                  to conduct repair or maintenance on the roof or any portion of
                  the Project; provided, however, Landlord agrees to use
                  reasonable efforts to perform non-critical (i.e. normal and
                  routine maintenance) maintenance that would materially and
                  adversely interfere with Tenant's use of its equipment during
                  non-Business Hours. The foregoing shall not apply to repairs
                  or emergencies (defined as a situation involving imminent
                  danger to person or property) or non-critical maintenance that
                  would not materially or adversely interfere with Tenant's use
                  of its equipment.

         4.       INTERFERENCE.

                  (a)      Tenant agrees to install Equipment only of types and
generating frequencies, which will not cause interference to transmissions, or
signals from Landlord and other users of the Project as may be already in place
or may hereafter be placed on the Project. Tenant shall not change the
frequency range outside of the 1850-1990 MHZ frequency range if it interferes
with other users within the Project. In the event that the Equipment causes
such interference, Tenant will take all steps necessary to correct and
eliminate the interference. If the interference cannot be eliminated within 48
hours after receipt of written notice from Landlord to Tenant, Tenant shall
disconnect electronic power and shut down the Equipment (except for
intermittent operation for the purpose of testing, after performing
maintenance, repair, modification, replacement, or other action taken for the
purpose of correcting such interference)


33
<PAGE>


until such interference is corrected, and if such interference is not corrected
within 30 days after receipt of the written notice, Tenant agrees to remove the
Equipment from the Project and this Rider shall terminate as if by expiration.

                  (b)      Tenant will not permit the Equipment to create
discernible adverse affects on any other equipment located on or in the
Building, or transmissions or reception of signals of such other equipment.
Tenant and Landlord acknowledge the Equipment emits electromagnetic fields. The
guidelines for human exposure to these electromagnetic fields are recommended
in "American National Standard Safety Levels with respect to Human Exposure to
Radio Frequency Electromagnetic Fields, 300 KHZ to 100 GHZ," (ANSI C95.1-1982)
issued by the American National Standards Institute and adopted by the Federal
Communications Commission, as same may be undated or amended from time to time
(the "ANSI Standards"). Tenant agrees to fully comply with the latest adopted
edition of the ANSI Standards and any other standards or regulations which may
be adopted from time to time by governmental agencies having jurisdiction over
the use of the Equipment.

                  (c)      Landlord shall have no liability for any
interference to Tenant's operation of the Equipment caused by a third party.
Landlord agrees to use reasonable efforts enforce upon any third party users of
the Building roof the similar restrictions regarding interference as set forth
in this Paragraph 4, provided that Landlord shall not be obligated to expend
funds or institute a lawsuit against such third party user.

                  (d)      In the event of any default hereunder which remains
uncured after expiration of the non-monetary default cure period set forth in
the Lease, Landlord shall also have the right to terminate this Rider
independent of or in connection with the Lease termination.

         5.       IMPROVEMENTS, UTILITIES AND ACCESS.

                  (a)      The Equipment shall remain the exclusive property of
Tenant, and Tenant shall have the obligation to remove all Equipment following
any termination of this Rider and to repair all damage caused by the
Equipment's installation, operation, repair, replacement or removal.

                  (b)      At its sole cost and expense, Tenant shall have the
right to install utilities and to improve present utilities on the Project for
Tenant use only, including but not limited to the installation of emergency
power generators, in order to service the Equipment throughout the tern of this
Rider. The foregoing right of Tenant is subject to Landlord's reasonable prior
approval of the plans and specifications therefore and the contractor
performing such work. Tenant shall have no right to adversely effect the
structural, electrical, utility, roof or mechanical systems existing in the
Project or increase the burden thereon. All such work will be in compliance
with all rules, regulations and Laws governing same. Landlord shall have the
right to require Tenant to use a contractor selected by Landlord in the event
such work may impact the roof, electrical or utility system or the structural
integrity of the Project. Tenant shall be responsible for all utility
connection charges, and all utility use charges, for electricity or any other
utility used by Tenant. Unless otherwise agreed in writing by Landlord, all
utility services to the equipment shall be separately metered at Tenant's sole
cost and expense. All utility


                                       2
<PAGE>


installations, connections and upgrades by Tenant are limited to the Permitted
Uses unless Tenant obtains Landlord's prior written consent.

                  (c)      Tenant agrees to observe such reasonable rules and
regulations as Landlord shall from time to time adopt for users of the roof,
provided, however that, subject to reasonable safety ans security precautions,
Landlord shall allow access to the Site and the Equipment at all times, 24
hours each day, every day, through a reasonable means of ingreess and egress.
Tenant, at its sole expense, may use appropriate, non-dangerous means of
restricting unauthorized access to Site and the Equipment, provided, however,
that Landlord shall have access to the Site for inspections and repairs at all
times.

         6.       HOLD HARMLESS. Tenant agrees to defend, indemnify and hold
Landlord and its Affiliates or subsidiary companies, their offices, agent and
employees harmless from any and all liabilities, costs, damages, expenses,
losses, claims, actions, suits, causes of action, judgements, and charges of
every kind and nature whatsoever arising in favor of third parties, including
reasonable attorney's fees, which may in any manner arise our of or relating to
Tenant's use or occupancy of the Project or its installation, operation,
repair, replacement, maintenance or removal of the Equipment or the performance
or non-performance of this Rider by Tenant, Tenant's contractors,
subcontractors, employees, agents or assigns, including without limitation,
those that may arise our of the use or furnishings of materials, and as to such
claims, actions, suits, causes of action, judgments, and charges of every kind
and nature whatsoever arising from or resulting from any misconduct by Tenant,
its subcontractors, agents, servants, employees, or any or all of them.
"Affiliates" shall mean any person or entity that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with, another person or entity. "Control" for this definition
shall be defined as holding at least a majority of voting power or operating
control. The indemnification obligations set forth herein shall survive the
expiration or termination of this Rider.

         7.       COMPLIANCE WITH LAWS. All installations and operations in
connection with this Rider by Tenant shall be conducted in accordance with all
applicable rules and regulations of the Federal Communications, Federal Agency,
and all other applicable federal, state Laws, codes and regulation. Tenant is
solely responsible for the licensing, operation and maintenance of Tenant's
Equipment, including, without limitation, compliance with any terms of its
Federal Communications Commissions license with respect of building light
observation any notification to the Federal Aviation Administration in that
regard. Tenant's Equipment, transmission lines, and any related devises, and
the installation, maintenance and operation thereof, shall not damage the
Building, the Project, or any Project or properties adjoining, or interfere
with the use of the Building and the remainder of the Project, by Landlord,
others, and Tenant shall defend, indemnify and hold harmless Landlord from any
and all liabilities, claims, damages, losses, causes of action, costs and
expenses (including attorney's fees and costs through trial and all appellate
levels) arising from or in connection with any such damage or interference.
This obligation of Tenant's to defend, indemnify and hold harmless Landlord
survives the termination of this Rider.


                                       3
<PAGE>


                                   SCHEDULE 3

                             RULES AND REGULATIONS

         1.       Sidewalks, halls, passages, exits, entrances, elevators,
                  escalators and stairways shall not be obstructed by Tenants
                  or used by them for any purpose other than for ingress and
                  egress from their respective premises. The halls, passages,
                  exits, entrances, elevators and stairways are not for the use
                  of the general public and Landlord shall in all cases retain
                  the right to control and prevent access thereto by all
                  persons whose presence, in the reasonable judgment of
                  Landlord, shall be prejudicial to the safety, character,
                  reputation and interests of the Building and its Tenants,
                  provided that nothing herein contained shall be construed to
                  prevent such access to persons with whom any Tenant normally
                  deals in the ordinary course of such Tenant's business unless
                  such persons are engaged in illegal activities. No Tenant,
                  and no employees or invitees of any Tenant, shall go upon the
                  roof of the Building, except in accordance with reasonable
                  procedures established by Landlord.

         2.       Except as permitted by the Lease, no sign, placard, picture,
                  name, advertisement or notice, visible from the exterior of
                  the Building shall be inscribed, painted, affixed, installed
                  or otherwise displayed by any Tenant either on its premises
                  or any part of the Building without the prior written consent
                  of Landlord, and Landlord shall have the right to remove any
                  such sign, placard, picture, name, advertisement, or notice
                  without notice to and at the expense of Tenant.

                  If Landlord shall have given such consent to any Tenant at
                  any time, whether before or after the execution of the Lease,
                  such consent shall in no way operate as a waiver or release
                  of any of the provisions hereof or of such Lease, and shall
                  be deemed to relate only to the particular sign, placard,
                  picture, name, advertisement or notice so consented to by
                  Landlord and shall not be construed as dispensing with the
                  necessity of obtaining the specific written consent of
                  Landlord with respect to any other such sign, placard,
                  picture, name, advertisement or notice.

                  All approved signs or lettering on doors and walls shall be
                  printed, painted, affixed and inscribed at the expense of the
                  Tenant by a person approved by Landlord.

         3.       The bulletin board or directory of the Building will be
                  provided exclusively for the display of the name and location
                  of Tenants only and Landlord reserves the right to exclude
                  any other names therefrom.

         4.       No curtains, draperies, blinds, shutters, shades, screens or
                  other coverings, awnings, hangings or decorations shall be
                  attached to, hung or placed in, or used in connection with,
                  any window or door on the premises without the prior written
                  consent of Landlord. In any event with the prior written
                  consent of Landlord, all such items shall be installed
                  inboard of Landlord's standard window covering and shall in
                  no way be visible from the exterior of the Building. No
                  articles shall be placed or kept on the windowsills so as to
                  be visible from the exterior of the Building. No articles
                  shall be placed against glass partitions or doors which might
                  appear unsightly from outside Tenant's premises.

         5.       Landlord reserves the right to exclude from the Building
                  between the hours of 6:00 P.M. and 8:00 A.M. and at all hours
                  on Saturday, Sundays, and holidays all persons who are not
                  Tenants or their accompanied guests in the Building. Each
                  Tenant shall be responsible for all persons for whom it
                  allows to enter the Building and shall be liable to Landlord
                  for all acts of such persons.


                                       1
<PAGE>


                  Landlord shall in no case be liable for damages for
                  unintentional error with regard to the admission to or
                  exclusion from the Building of any person.

                  Landlord shall provide security service for the building
                  consistent with first class office buildings in major
                  metropolitan areas in the Southeast United States.

                  During the continuance of any invasion, mob, riot, public
                  excitement or other circumstances rendering such action
                  advisable in Landlord's opinion, Landlord reserves the right
                  to prevent access to the Building by closing the doors, or
                  otherwise, for the safety of Tenants and protection of the
                  Building and property in the Building.

         6.       No Tenant shall employ any person or persons other than the
                  janitor of Landlord for the purpose of cleaning premises
                  unless otherwise agreed to by Landlord in writing. Except with
                  the written consent of Landlord no person or persons other
                  than those approved by Landlord shall be permitted to enter
                  the Building for the purpose of cleaning same. No Tenant shall
                  cause any unnecessary labor by reason of such Tenant's
                  carelessness or indifference in the preservation of good order
                  and cleanliness of the premises, however, occurring, or for
                  any damage done to the effects of any Tenant by the janitor or
                  any other employee or any other person.

         7.       (Intentionally omitted)

         8.       Each Tenant shall see that all doors of its premises are
                  closed and securely locked and must observe strict care and
                  caution that all water faucets or water apparatus are entirely
                  shut off before the Tenant or its employees leave such
                  premises, and that all utilities shall likewise be carefully
                  shut off so as to prevent waste or damage, and for any default
                  or carelessness the Tenant shall make good all injuries and
                  sustained by other Tenants or occupants of the Building of
                  Landlord. On multiple-tenancy floors, all Tenants shall keep
                  the door or doors to the Building corridors closed at all
                  times except for ingress and egress.

         9.       As more specifically provided in the Tenant's Lease of the
                  premises, Tenant shall not waste electricity, water or air
                  conditioning and agrees to cooperate fully with Landlord to
                  assure the most effective operation of the Building's heating
                  and air conditioning, and shall refrain from attempting to
                  adjust any controls.

         10.      No Tenant shall alter any lock or access device or install a
                  new or additional lock or access device or any bolt on any
                  door of its premises without the prior written consent of
                  Landlord. If Landlord shall give its consent, Tenant shall in
                  each case furnish Landlord with a key for any such lock.

         11.      Each Tenant, upon the termination of the Tenancy, shall
                  deliver to Landlord all the keys or access devises for the
                  Building, offices, rooms and toilet rooms which shall have
                  been furnished the Tenant or which the Tenant shall have had
                  made. In the event of the loss of any keys or access devices
                  so furnished by Landlord, Tenant shall pay Landlord therefor.

         12.      The toilet rooms, toilets, urinals, wash bowls and other
                  apparatus shall not be used for any purpose other than for
                  which they were constructed and no foreign substance of any
                  kind whatsoever, including, but not limited to, coffee
                  grounds shall be thrown therein, and the expense of any
                  breakage, stoppage or damage resulting from the violation of
                  this rule shall be borne by the Tenant, who, or whose
                  employees or invitees(while such invitees are inside the
                  Premises), shall have caused it.


                                       2
<PAGE>


         13.      No Tenant shall use or keep in its premises or the Building
                  any kerosene, gasoline or inflammable or combustible fluid or
                  material other than limited quantities necessary for the
                  operation or maintenance of office equipment. No Tenant shall
                  use any method of heating or air conditioning other than that
                  supplied by Landlord.

         14.      No Tenant shall use, keep or permit to be used or kept in its
                  premises any foul or noxious gas or substance or permit or
                  suffer such premises to be occupied or used in a manner
                  offensive or objectionable to Landlord or other occupants of
                  the Building by reason of noise, odors and/or vibrations or
                  interfere in any way with other Tenants or those having
                  business therein, nor shall any animals or birds be brought
                  or kept in or about any premises of the Building.

         15.      No cooking shall be done or permitted by any Tenant on its
                  premises (except that use by the Tenant of Underwriters'
                  Laboratory approved equipment for the preparation of coffee,
                  tea, hot chocolate and similar beverages for Tenants and
                  their employees shall be permitted, provided that such
                  equipment and use in accordance with applicable federal,
                  state and city laws, codes, ordinances, rules and
                  regulations) nor shall premises be used for lodging. Use of
                  microwave ovens for warming of prepared foods for use of
                  Tenant, its employees and business invitees, is permitted, so
                  long as such food is not sold to third parties for profit.

         16.      Except with the prior written consent of Landlord, no Tenant
                  shall sell, permit the sale, at retail, of newspapers,
                  magazines, periodicals, theater tickets or any other goods or
                  merchandise in or on any premises, nor shall Tenant carry on,
                  or permit or allow any employee or other person to cant' on,
                  the business of stenography, typewriting or any similar
                  business in or from any premises for the service or
                  accommodation of occupants of any other portion of the
                  Building, nor shall the premises of any tenant be used for
                  the storage of merchandise or for manufacturing of any kind,
                  or the business of a public barber shop, beauty parlor, nor
                  shall the premises of any Tenant be used for any improper, or
                  reasonably objectionable purpose, or any business activity
                  other than that specifically provided for in such Tenant's
                  lease. This paragraph shall be inapplicable to the sale of
                  mutual funds, securities, insurance products and other
                  financial goods and services that are part of Tenants
                  business.

         17.      If Tenant requires telegraphic, telephonic, burglar alarm or
                  similar services, it shall first obtain, and comply with,
                  Landlord's instructions in their instillation.

         18.      Landlord will direct electricians as to where and how
                  telephone, telegraph and electrical wires are to be
                  introduced or installed. No boring or cutting for wires will
                  be allowed without the prior written consent of Landlord. The
                  location of burglar alarms, telephones, call boxes or other
                  office equipment affixed to all premises shall be subject to
                  the written approval of Landlord.

         19.      Except as provided in Section 47 of the Lease, no Tenant
                  shall install any radio or television antenna, loudspeaker or
                  any other device on the exterior walls or the roof of the
                  Building. Tenant shall not interfere with radio or television
                  broadcasting or reception from or in the Building or
                  elsewhere.

         20.      No Tenant shall lay linoleum, tile, carpet or any other floor
                  covering so that the same shall be affixed to the floor of
                  its premises in any manner except as approved in writing by
                  Landlord. The expense of repairing any damage resulting from
                  a violation of this rule or the removal of any floor covering
                  shall be borne by the Tenant by whom, or by whose
                  contractors, employees or invitees, the damage shall have
                  been caused.


                                       3
<PAGE>


         21.      No furniture, freight, equipment or other property which is
                  excessively bulky will be received in the Building or carried
                  up or down the elevators except between such hours and in
                  such elevators as shall be reasonably designed by Landlord.
                  Landlord shall have the right to prescribe the weight, size
                  and position of all safes, furniture, files, bookcases or
                  other heavy equipment brought into the Building. Safes or
                  other heavy objects shall, if considered necessary by
                  Landlord, stand on wood strips of such thickness as
                  determined by Landlord to be necessary to properly distribute
                  the weight thereof. Landlord will not be responsible for loss
                  of or damage to any such safe, equipment or property from any
                  cause, and all damage done to the Building by moving or
                  maintaining any such safe, equipment or other property shall
                  be repaired at the expense of Tenant.

                  Business machines and mechanical equipment belonging to
                  Tenant which cause noise or vibration that may be transmitted
                  to the structure of the Building or to any space therein to
                  such a degree as to be objectionable to Landlord or to any
                  tenants in the Building shall be placed and maintained by
                  Tenant, at Tenant's expense, on vibration eliminators or
                  other devices sufficient to eliminate noise or vibration. The
                  persons employed to move such equipment in or out of the
                  Building must be acceptable by Landlord.

         22.      No Tenant shall place a load upon any floor of the premises
                  which exceeds the load per square foot which such floor was
                  designed to carry and which is allowed by law. No Tenant
                  shall mark, or drive nails, screws or drill into, the
                  partitions, woodwork or plaster or in any way deface such
                  premises or any part thereof, without prior approval from
                  Landlord which approval will not be unreasonably withheld.

         23.      (Intentionally omitted)

         24.      There shall not be used in any space, or in the public areas
                  of the Building, either by Tenant or others, any hand trucks
                  except those equipped with rubber tires and side guards or
                  such other material-handling equipment as Landlord may
                  approve. No other vehicles of any kind shall be brought by
                  any Tenant into or kept in or about the premises.

         25.      Each Tenant shall store all its trash and garbage within the
                  interior of it premises, and Landlord as part of janitorial
                  services provided to Tenant shall remove Tenant's trash and
                  garbage as provided for in the Lease. No materials shall be
                  placed in the trash boxes or receptacles if such material is
                  of such nature that it may not be disposed of in the ordinary
                  and customary manner of removing and disposing of trash and
                  garbage in this area without violation of any law or
                  ordinance governing such disposal. All trash, garbage and
                  refuse disposal shall be made only through entryways and
                  elevators provided for such purposes and at such times as
                  Landlord may designate.

         26.      Canvassing, soliciting, distributing of handbills or any
                  other written material and peddling in the outside of the
                  Premises are prohibited and each Tenant shall cooperate to
                  prevent the same. No Tenant shall make room-to-room
                  solicitation of business from other tenants in the Building.

         27.      Landlord reserves the right to exclude or expel from the
                  Building any person who, in Landlord's judgment, is
                  intoxicated or under the influence of liquor or drugs or who
                  is in violation of any of the rules and regulations of the
                  Building.


                                       4
<PAGE>


         28.      Without the prior written consent of Landlord, Tenant shall
                  not use the name of the Building in connection with or in
                  promoting or advertising the business of Tenant except as
                  Tenant's address.

         29.      Tenant shall comply with all energy conservation, safety,
                  fire protection and evacuation procedures and regulations
                  established by Landlord or any governmental agency.

         30.      Tenant assumes any and all responsibility for protecting its
                  premises from theft, robbery and pilferage, which includes
                  keeping doors locked and other means of entry to the premises
                  closed.

         31.      Tenant's contractors performing work within the Common Areas
                  must sign in with the management office prior to beginning
                  any work. Employees of Landlord shall not perform any work or
                  do anything outside of their regular duties unless given
                  special instructions from Landlord, and no employees will
                  admit any person (Tenant or otherwise) to any office without
                  specific instructions from Landlord.

         32.      (Intentionally omitted)

         33.      Landlord reserves the right to make such other and reasonable
                  rules and regulations as in its judgment may from time to
                  time be needed for safety and security, for care and
                  cleanliness of the Building and for the preservation of good
                  order therein. Tenant agrees to abide by all such Rules and
                  Regulations hereinabove stated and any additional rules and
                  regulations which are adopted. All such rules and
                  regulations, however, shall apply to all Tenants uniformly in
                  the Building. No additional rules or regulations shall be
                  effective against Tenant if, to any extent, they are in
                  conflict with the Lease or impose undue burden on Tenant.

         34.      (Intentionally omitted)

         35.      (Intentionally omitted)

         36.      Tenant will refer all contractors, contractor's
                  representatives and installation technicians, rendering any
                  service to Tenant, to Landlord for Landlord's reasonable
                  approval before performance of any contractual service. This
                  provision shall apply to all work performed in the Building,
                  including installations of telephones, telegraph equipment,
                  electrical devices and attachments and installations of any
                  nature affecting floors, walls, woodwork, trim, windows,
                  ceilings, equipment or any other physical portion of the
                  Building. No fee will be charged by Landlord pursuant to this
                  paragraph.

         37.      Tenant shall give prompt notice to Landlord of any accidents
                  to or defects in plumbing, electrical fixtures, or heating
                  apparatus so that such accidents or defects may be attended
                  to properly.

         38.      The Project is designated as a "Non-Smoking" Building. This
                  means that smoking is prohibited in all areas of the
                  building. Individual tenants may not allow smoking areas in
                  their offices. We have placed cigarette urns on the patio at
                  the lakeside fountain to the north of the main lobby for the
                  convenience of smokers. Employees may not smoke at the
                  front/guest entrance to the building.

         39.      Tenant shall be responsible for the observance of all of the
                  foregoing Rules and Regulations by Tenant's employees,
                  agents, clients, customers, and (while present in the
                  Premises) guests.


                                       5
<PAGE>


         40.      These Rules and Regulations are in addition to, and shall not
                  be construed to in any way modify, alter or amend, in whole
                  or in part, the terms, covenants, agreements and conditions
                  of any Lease of premises in the Building.

         41.      Tenant shall not allow occupancy of the Premises to exceed an
                  average of six (6) persons per one thousand (1000) rentable
                  square feet. This limitation shall not apply to temporary
                  events including without limitation board meetings and
                  investor seminars.


                                       6
<PAGE>


                  THEREOF OR AS TO THE CONDITION OF THE LANDLORD'S BUILDING
                  STANDARD IMPROVEMENTS, EITHER EXPRESS OR IMPLIED, AND THAT
                  THE LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT
                  THE LANDLORD'S BUILDING STANDARD IMPROVEMENTS ARE OR WILL BE
                  SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE.
                  Notwithstanding anything to the contrary in this Lease if, as
                  of the date the Premises are delivered to Tenant: (i) any
                  portion of the Landlord's Building Standard Improvements not
                  in full compliance with all Laws; (ii) any latent defects in
                  the Landlord's Building Standard Improvements, then Landlord
                  shall be obligated to correct same, after notice and
                  opportunity to cure as provided for in the Lease. However the
                  foregoing obligation of Landlord shall not change the
                  definition of "Landlord's Delay". In the event that the
                  defect continues for more than sixty (60) days after Tenant
                  gives written notice thereof to Landlord, or if the defect
                  cannot reasonably be cured within said sixty (60) day period
                  and Landlord fails promptly to commence with due diligence
                  and dispatch the curing of such defect or, having so
                  commenced, thereafter fails to prosecute or complete with due
                  diligence and dispatch the curing of such defect or fails to
                  complete the cure within a reasonable period of time
                  (however, if Landlord fails to cure such default within
                  thirty (30) days after the expiration of such sixty (60) day
                  period, Tenant shall then be entitled to effectuate a cure in
                  which case Landlord shall be responsible for Tenant's
                  out-of-pocket costs with respect to same). Landlord agrees
                  that it will diligently pursue and seek to enforce any
                  warranties of the contractor(s) and/or manufacturer of any
                  defective materials incorporated therein. Landlord shall not
                  be in default for actions, inactions or failures, including
                  but not limited to insolvency, of any contractor or
                  manufacturer.

         6.       Cost of Initial Tenant Improvements. Landlord will pay all
                  costs and expenses of installing and constructing the
                  Building Standard Improvements. Landlord will further pay all
                  costs and expenses of installing and constructing the Tenant
                  Initial Improvements, being the remainder of the Initial
                  Tenant Improvements (including labor, materials architectural
                  and engineering costs) up to the aggregate amount of $35.00
                  per rentable square foot of the Premises (the "Improvement
                  Allowance"). Such payment will be made as and when due under
                  Tenant's construction contract subject to a 10% retainage
                  which will be funded by Landlord and subject to lien free
                  completion of the Tenant Initial Improvements at all times.
                  Tenant shall pay the amount, if any (the "Excess TI Cost"),
                  by which the cost of the Tenant Initial Improvements exceeds
                  the Improvement Allowance. The Excess TI Cost shall be
                  payable (i) one-half within 30 days of the date that Landlord
                  approves the Tenant Initial Improvements and Tenant commences
                  the Tenant Initial Improvements (ii) the remainder within 30
                  days of the date that Landlord's architect or contractor
                  certifies substantial completion of the Initial Tenant
                  Improvements. Past due sums shall bear interest at the
                  Default Rate as set forth in the Lease. Tenant will not be
                  responsible to pay any so-called "impact fee" or off-site
                  improvement costs related to Tenant Building Permit
                  Condition; and any such fees or cost shall be paid by
                  Landlord as and when due. Tenant shall be permitted to spend
                  any unused portion of the Improvement Allowance exceeding
                  $30.00 per rentable square foot for "soft costs" associated
                  with


                                       4
<PAGE>


                  Tenant's occupancy of the Premises including, but not limited
                  to, furniture, file cabinets, telephone equipment and
                  cabling. Notwithstanding anything to the contrary in this
                  Lease, (i) Tenant shall be required to pay for utilities used
                  during construction of Tenant Initial Improvements prior to
                  commencement of this Lease Term and (ii) Landlord shall not
                  charge for its construction supervision or coordination
                  regarding the Initial Tenant Improvements.


Landlord                                     Tenant


/s/ David B. Songy                           /s/ C. William Ferris
----------------------------                 ----------------------------------


                                       5
<PAGE>


                               CONSTRUCTION RIDER
               ATTACHED TO LEASE BETWEEN BOCA II ASSOCIATES, LTD.
                     AND EXECUTED SIMULTANEOUSLY THEREWITH

1.       Work by Landlord. Landlord shall cause to be constructed and/or
installed in the Premises, "Landlord's Building Standard Improvements" as set
forth below. Landlord's Building Standard improvements shall be limited to the
following, all constructed in a good and workmanlike manner in compliance with
all Laws:

Core Conditions            Elevator lobbies, drywall core taped and floated
                           ready to receive finishes; Exterior perimeter of
                           core, drywall, taped and floated ready to receive
                           finishes; Elevator cabs completely finished and
                           ready to use; Fire stairs finished, painted and
                           ready to use; Rest rooms fully code and ADA
                           compliant and ready to use; All core required doors,
                           frames, and hardware installed and operational.
                           Construction and finishing of elevators, restrooms
                           and lobby will be in accordance with the following
                           materials set forth on the attached Schedule of
                           Finish Materials.

Signage & Graphics         Code required signage at core and public areas
                           complete; Elevator signage, inside and out; Fire
                           stair signage, inside and out of the stairwell; Rest
                           rooms signage installed.

Shell Conditions           Exterior drywall installed, taped and floated.

Electrical                 Electrical transformers (75 KVA). 42 circuit
                           distribution panels in place on both 408/277 volt
                           and 208/120 volt on each floor; 277 V power for
                           lighting at panels (1 1/2 watt capacity per square
                           foot of Rentable Area of the Premises for Tenant's
                           exclusive use); 120 V power at panels connected at
                           load (5 watt capacity per square foot of Rentable
                           Area of the Premises for Tenant's exclusive use) at
                           electrical room

Telephone                  400 pair riser backbone systems on all seven floors
                           at telephone room. Telephone closets on each floor
                           will contain grounded backboards.

Mechanical                 Floor air handlers in place and operational; Main
                           air distribution ducts in place to and including VAV
                           boxes in accordance with building standard (i.e. 12
                           on each floor, with 2 of the 12 located in the
                           Common Areas).

Life Safety                Operational life safety system complying with all
                           applicable NFPA requirements, including exit signs,
                           horns, enumerators, smoke detector for core area
                           with additional capacity to add certain Tenant
                           requirements. Emergency fixtures shall be located on
                           a full floor, non-partitioned basis in stairwells,
                           building exits, lobbies and toilet rooms.


                                       1
<PAGE>


Sprinkler System           Plumbing lines and all heads installed and turned
                           down on grid in accordance with building standard
                           (i.e.121 heads turned up on the 4th floor, 122 heads
                           turned up on the 5th floor and 126 heads turned up
                           on the 6th floor, with 14 of each of the foregoing
                           located in the Common Areas).

HVAC Specifications

<TABLE>
<CAPTION>
                                                   Outside temperature              Indoor Temperature

                           <S>                  <C>                              <C>
                           Summer               75-94 degrees F. dry bulb        74-76 degrees F. at
                                                                                 50% relative humidity

                           Winter               55-74 degrees F. wet bulb        72-76 degrees F.
                                                                                 assuming no humidification
</TABLE>

Floors                     Floors will be leveled so there is no more than a
                           1/4 inch variation for every ten feet to the extent
                           needed to implement Tenant's architectural design or
                           installation of systems.

Security                   A card reading system will be located at the ground
                           floor building entry, delivery and one passenger
                           elevator and delivery door entrance.

Windows

Floor Load Bearing Capacity 100 lbs per square foot live load.

"Tenant Initial Improvements" shall consist of all improvements, changes,
alterations, additions, equipment, fixtures, and decoration other than
Landlord's Building Standard Improvements required to put the Premises in the
condition to permit Tenant to open and conduct its business therein as required
by this Lease, which shall be the responsibility of Tenant, at Tenant's sole
cost and expense, including without limitation any and all permits and approval
for Tenant Initial Improvements and the certificate of occupancy for the
Premises (other than required to satisfy Tenant's Building Permit Condition).
Landlord shall have the right to supervise the construction, at no charge to
Tenant, of the Tenant Initial Improvements which shall be constructed by Tenant
in compliance with all Laws and lien free. Landlord's supervision means only
monitoring of the Tenant Initial Improvements in order to confirm their
compliance with Laws and the approved plans. Landlord agrees it will not
unreasonably interfere with progress of the Tenant Initial Improvements, and in
no event shall Landlord give directives to Tenant's contractor, subcontractors,
laborers or other workers. Tenant agrees to use Landlord's base building
mechanical, electrical and plumbing engineer as well as Landlord's life safety
and electrical subcontractors in connection with Tenant Initial Improvements,
subject to such engineers and subcontractors prices being "in line" with market
fees or costs and competitively bid. All other contractors or subcontractors
used by Tenant shall be licensed and subject to Landlord's prior written
approval.


                                       2
<PAGE>


         2.       Completion of Construction. If Landlord's Building Standard
                  Improvements are not substantially complete by the time
                  period set forth in the Lease, for any reason, Landlord will
                  not be liable or responsible to Tenant for any claims,
                  damages or liabilities in connection therewith or by reason
                  thereof. Within five (5) days after the Delivery Date, the
                  authorized representative of Landlord and Tenant shall
                  conduct a walk through inspection of the Premises and prepare
                  a list of any defects, incomplete unsatisfactory items (the
                  "Punchlist Items") with respect to Landlord's Building
                  Standard Improvements. Should Tenant not conduct a walk
                  through inspection within five (5) days after the Delivery
                  Date, it shall be presumed that Landlord's Building Standard
                  Improvements is complete and satisfactory in all respects
                  other than with respect to latent defects. Landlord shall be
                  obligated within a reasonable amount of time not to exceed
                  sixty (60) unless additional time is reasonably needed to
                  cure the Punchlist Items. This time provision shall not apply
                  to latent defects (i.e. those which are not capable of being
                  ascertained during a walk through inspection or are a
                  violation of Law not actually known to Tenant), and Tenant
                  shall, within twelve (12) months following the Delivery Date,
                  have the right to report to Landlord any latent defects which
                  are in need of repair based upon the obligation of Landlord
                  to do work to the Premises. In connection therewith, the
                  provisions set forth above shall otherwise apply with respect
                  to Landlord's obligation to cure said latent defects.

         3.       Tenant Delay. Tenant covenants that it shall not cause Tenant
                  Delay. In the event of Tenant Delay, the substantial
                  completion of Landlord Building Standard Improvements shall
                  be deemed to be the date such substantial completion would
                  have occurred but for Tenant Delay. As used herein, "Tenant
                  Delay" shall mean (i) the number of days of delay in
                  preparing any of such documentation caused by changes
                  requested by Tenant to any aspect of the Landlord Building
                  Standard Improvements which were reflected in documentation
                  previously approved by Tenant; (ii) the positive difference,
                  if any, between the increase and decrease in the number of
                  days required to complete the Landlord Building Standard
                  Improvements caused by changes requested by Tenant to the
                  working drawings after Tenant's approval thereof or (iii)
                  delays caused as a result of Tenant's, its agents,
                  contractors or subcontractors negligent or wrongful acts or
                  omissions.

         4.       Planning and Construction. Landlord and Tenant shall
                  cooperate in good faith in the planning and construction of
                  the Landlord Building Standard Improvements, and Tenant shall
                  respond promptly to any request from Landlord for Tenant's
                  approval of any particular aspect thereof. Landlord's failure
                  to object to Tenant's plans within 15 days after submission
                  of the to Landlord for approval together with specific
                  reasons for disapproval shall be deemed approval of Tenant's
                  plans.

         5.       Disclaimer of Warranty. EXCEPT AS OTHERWISE SET FORTH IN
                  HEREIN, TENANT ACKNOWLEDGES THAT THE CONSTRUCTION AND
                  INSTALLATION OF THE LANDLORD'S BUILDING STANDARD IMPROVEMENTS
                  WILL BE PERFORMED BY AN UNAFFILIATED CONTRACTOR OR
                  CONTRACTORS AND THAT ACCORDINGLY LANDLORD HAS MADE AND WILL
                  MAKE NO WARRANTIES TO TENANT WITH RESPECT TO THE QUALITY OF
                  CONSTRUCTION


                                       3
<PAGE>
                                 [FLOOR LAYOUT]













                       Construction Rider Schedule 1 (a)
                   Landlord's Building standard improvements.

Landlord's building improvements may be substituted based upon
availability so long as quality is consistent with specified items



                            (DOOR AND WINDOW TYPES)
                                   [PICTURE]




<PAGE>
                               FIRST UNION PLAZA
                                  OFFICE TOWER
                              BOCA RATON, FLORIDA


Landlord's building standard improvements
Landlord's building standard improvements may be substituted
based upon availability so long as quality is consistent
with specified item(s).



                       Construction Rider Schedule 1 (b)

                            DOOR AND FRAME SCHEDULE

                               [UNREADABLE CHART]



                            FINISH HARDWARE SCHEDULE

                               [UNREADABLE CHART]


                                 WALL SCHEDULE

                               [UNREADABLE CHART]
<PAGE>
                            DOOR AND FRAME SCHEDULE

                               [UNREADABLE TABLE]

                       Construction Rider Schedule 1 (c)
                   Landlord's building standard improvements.

Landlord's building standard improvements may be substituted based upon
availability so long as quality is consistent with specified item(s).
<PAGE>
                         FIRST UNION PLAZA
                         OFFICE TOWER
                         BOCA RATON, FLORIDA





Landlord's building standard improvements.
Landlord's building standard improvements may be substituted
based upon availability so long as quality is consistent with
specified item(s).




Construction Rider Schedule 1 (d)
FINISH NOTES:
[UNREADABLE TABLE]




<PAGE>
                                   EXHIBIT A


Parcel 1

All of Lot C, Block 27 of SPANISH RIVER LAND COMPANY SUBDIVISION, Plat A, in the
Town of Boca Raton, Florida, according to the Plat thereof recorded in the
Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida,
in Plat Book 16, Pages 27 to 30.

LESS THE FOLLOWING DESCRIPTION:

A portion of Lot "C", Block 27, Spanish River Land Co., Plat "A", according to
the plat thereof as recorded in Plat Book 16, at Pages 27 through 30, of the
Public Records of Palm Beach County, Florida, in Section 29, Township 47 South,
Range 43 East, being more particularly described as follows:

COMMENCE at the Northwest corner of the Northwest one-quarter (N.W. 1/4) of said
Section 29; thence along the North line of said Northwest one-quarter (N.W.
1/4), North 88(degrees)58'21" East for a distance of 421.90 feet; thence, South
00(degrees)53'04" East for a distance of 836.28 feet; thence South
01(degrees)19'12" East for a distance of 2319.02 feet; thence South
88(degrees)40'48" West for a distance of 40.00 feet to the POINT OF BEGINNING,
said point also being the Northeast corner of said Lot "C"; thence along the
East line of said Lot "C", South 01(degrees)19'12" East for a distance of 250.33
feet to the Southeast corner of said Lot "C"; thence along the South line of
said Lot "C", South 88(degrees)57'29" West for a distance of 42.15 feet to a
point of curvature of a circular curve concave to the Northwest, having for its
elements a central angle of 90(degrees)16'41", a radius of 30.00 feet and a
chord bearing on North 43(degrees)49'09" East; thence run Northeasterly along
the arc of said curve for a distance of 47.27 feet to a point of tangency on a
line being 12 feet West of and parallel with the aforementioned East line of Lot
"C"; thence along said parallel line, North 01(degrees)19'12" West for a
distance of 208.29 feet to a point of curvature of a circular curve concave to
the West, having for its elements a central angle of 33(degrees)13'28", a radius
of 21.75 feet and a chord bearing of North 17(degrees)55'56" West; thence run
Northerly along the arc of said curve for a distance of 12.61 feet to a point of
non-tangency on the North line of said Lot "C"; thence along said North line,
North 88(degrees)56'27" East for a distance of 15.56 feet to the POINT OF
BEGINNING.

TOGETHER WITH:

Parcel 2

The East 300 feet of Lot B in Block 27 of SPANISH RIVER LAND COMPANY'S PLAT "A",
according to the plat thereof as recorded in Plat Book 17, Pages 27 to 30, of
the Public Records of Palm Beach County, Florida, and Lot 10 in Block 29 of
MIZNER DEVELOPMENT CORP. PLAT 1, according to the plat thereof as recorded in
Plat Book 3, Page 37, of the Public Records of Palm Beach County, Florida.

TOGETHER WITH:

Parcel 3

A portion of Lots "A" and "B", Block 27, of SPANISH RIVER LAND CO. Plat "A", as
recorded in Plat Book 16, Page 28, of the Public Records of Palm Beach County,
Florida, more fully described as follows:

Commence at the Southeast corner of said Lot "B", Block 27, being the
intersection of the North Right of Way line of Camino Real and the West line of
a 20 foot alley, thence South 88(degrees)30'00" West along said North Right of
Way line, a distance of 300.00 feet to the Point of Beginning; thence continue
South 98(degrees)30'00" West along said Right of Way line, a distance of 240.85
feet; thence North 1(degrees)30'00" West a distance of 125.00 feet; thence South
88(degrees)30'00" West a distance of 156.11 feet; thence Northeasterly along the
new Right of Way line of Dixie Highway on a curve to the right having a radius
of 128.34 feet, a central angle of 13(degrees)12'00", an arc distance of 98.67
feet; thence Northeasterly along said new Right of Way line on a curve to the
left having a radius of 528.34 feet, a central angle of 6(degrees)05'00", an arc
distance of 56.10 feet; thence North 88(degrees)30'00" East along the South
Right of Way line of S.E. 9th Street 304.78 feet; thence South 1(degrees)44'00"
East, a distance of 249.85 feet more or less to the point of beginning.

<PAGE>
                                   EXHIBIT A

LESS THE FOLLOWING DESCRIPTION:

A portion of Lots A and B, Block 27, of the Subdivision of SPANISH RIVER LAND
CO. PLAT A, as recorded in Plat Book 16, Page 28, of the Public Records of Palm
Beach County, Florida, more fully described as follows:

Commencing at the Southwest corner of said Lot A, being the intersection of the
old East right-of-way line of Dixie Highway with the existing North
right-of-way line of Camino Real; thence on a magnetic bearing of North
88(degrees) 30' 00" East, along said existing North right-of-way line a distance
of 20.32 feet; thence Northerly on a curve, concave to the East having a chord
bearing of North 17(degrees) 48' 52" East, a chord distance of 132.46 feet, a
radius of 428.34 feet, a central angle of 17(degrees) 47' 20", for an arc
distance of 132.99 feet to the Point of Beginning; thence North 88(degrees) 30'
00" East, and parallel to said existing North right-of-way line of Camino Real,
a distance of 156.11 feet; thence North 1(degree) 30' 00" West, a distance of
25.00 feet; thence South 88(degrees) 20' 00" West, a distance of 141.58 feet to
a point on the aforesaid curve extended; thence Southerly along said curve,
having a chord bearing of South 28(degrees) 38' 33" West, a chord distance of
28.91 feet, a radius of 428.34 feet, a central angle of 3(degrees) 52' 05", an
arc distance of 28.91 feet, to the Point of Beginning.
<PAGE>
                                   EXHIBIT B
                              ESTOPPEL CERTIFICATE


1.       The Lease dated _______________, executed by _____________ as Landlord
         and _______________ as Tenant, together with the following amendments:
         ___________________________________________, a copy of which is annexed
         hereto and made a part hereof, is a full, true and complete copy of the
         Lease. The premises which are the subject of the Lease are described as
         follows:_______________________________________________.

2.       Tenant has delivered to Landlord a security deposit in the amount of
         $___________.

3.       Rent is due and payable as follows:

         (a)    Fixed or Base Rent is payable monthly in the amount of $________
         commencing on _______________ and _______________ months of prepaid
         rent in the amount of $__________________ has been paid;

         (B)    The lease ________ is/ ________ is not a "triple net" lease.
         Tenant is currently paying Additional Rent in the following amount per
         month: $_______________.

         (c)     Tenant's proportionate share of the common expenses
         constituting Additional Rent is __________%.

4.       The term of the Lease commenced on __________________, and terminates
         on ____________________;

5.       The Lease, to the best of Tenant's knowledge with investigation, is in
         good standing:

6.       The Lease ________ does/ ________ does not contain an option to extend
         such Lease, the term of which extension is for _______________________.